Silexion Therapeutics Corp
For the period ended Apr 9, 2026. Filed Apr 9, 2026.
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Apr 9, 2026 · Filed Apr 9, 2026
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DEF 14A 1 zk2635046.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
April 9, 2026
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, April 28, 2026 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/secondegm2026, 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 8161245#.
At the extraordinary general meeting, we will present for your approval three proposals:
Proposal 1 - Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company by 50,000,000 ordinary shares, from US$121,500 divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is our current authorized share capital), to US$796,500 divided into 59,000,000 ordinary shares of a par value of US$0.0135 each.
Proposal 2 - Equity Incentive Plan Evergreen Increase Proposal: An amendment to the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”), effective as of January 1, 2026, to increase the number of ordinary shares added annually on January 1st under the “evergreen” provision of Section 5(b)(i) of the 2024 Plan from (i) 5% of the Company’s issued and outstanding ordinary shares, to (ii) such number of ordinary shares as yields a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis.
Proposal 3 –Reverse Share Split Proposal: A proposal to allow the Company’s board of directors (the “Board of Directors”) to effect a reverse share split of the Company’s ordinary shares, par value $0.0135 per share, at a ratio of not less than 1-for-4 and not more than 1-for-10, with the exact ratio to be determined by the Board of Directors prior to the extraordinary general meeting and to be presented for approval by our shareholders at the meeting.
We refer to the foregoing proposals as the “Authorized Share Capital Increase Proposal”, the “Evergreen Increase Proposal”, and the “Reverse Share Split Proposal”, respectively. Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal, Articles 17.1.1 and 17.1.4, respectively, of our Amended and Restated Articles of Association, 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 (including a unanimous written resolution) is needed for approval of each proposal. Abstentions will have no effect on the outcome of the vote on any proposal under Cayman Islands law.
The Authorized Share Capital Increase Proposal is intended to enable us to 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. 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 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, we do not have any authorized unissued ordinary shares available for issuance, beyond shares already reserved for issuance under outstanding warrants, limited numbers of shares reserved for issuance under our equity incentive plans, the convertible promissory note held by the Moringa sponsor, and limited numbers of shares for financings, whether under our At-the-Market (ATM) financing program with H.C. Wainwright & Co. or alternative financing transactions. Absent an increase to our available share capital, we will be unable to maintain compliance with the minimal Nasdaq shareholders’ equity requirement, or with our operational goals related to value creation. The proposed increase to our authorized share capital by 50,000,000 ordinary shares (subject to adjustment if the Reverse Share Split Proposal is also approved) represents the minimum increase that is needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our clinical programs and with potential complementary business development opportunities for the creation of shareholder value, for the near-to-mid-term period.
The Evergreen Increase Proposal is aimed at ensuring that we have a sufficient number of ordinary shares available on an ongoing basis to provide equity incentives to employees, officers and directors in amounts determined appropriate by Silexion’s compensation committee, Board of Directors and management. Our issued and outstanding share capital is dynamic, given the large number of financing and other transactions that we need to effect relatively frequently to meet our basic operating needs. That, in turn, mandates that at the start of each year, we have a sufficiently large increase to the reserve under the 2024 Plan via the “evergreen” mechanism to enable us to adequately incentivize employees, officers and directors in a customary manner that takes into account the expected increase in issued and outstanding share capital in that upcoming year. The proposed “evergreen” increase would furthermore conform with the customary limit on dilution to shareholders from equity incentive compensation that is supported by institutional shareholder groups.
The Reverse Share Split Proposal is intended to enable us to maintain our compliance with 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 Capital Market. The market price of our ordinary shares in recent times has not been significantly above $1.00 per share, and if we were to fall out of compliance with that bid price requirement for a consecutive 30 trading day period, our ordinary shares would be subject to immediate delisting, without a period during which we could attempt to remedy our non-compliance. We seek to protect our Nasdaq listing, which (as described above) we consider a critical asset of our company, and to preempt any potential deficiency as to the minimum bid price requirement. Depending on market conditions and the market price of the ordinary shares immediately prior to the extraordinary general meeting, our Board of Directors will determine which resolution— containing a specific reverse split ratio— will be presented at the meeting. To the extent each of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal is approved at the meeting, the number of shares by which our authorized share capital will be enlarged pursuant to the Authorized Share Capital Increase Proposal will be lessened, and the par value of those additional authorized shares will be increased, in proportion to the ratio of the Reverse Share Split Proposal (once it is implemented).
The formal notice of, and the proxy statement for, the extraordinary general meeting accompany this letter.
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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 Alliance Advisors, our proxy solicitation agent, by calling toll-free at 1-866-206-7359 (for shareholders in the United States) or 1-551-368-0031 (for shareholders outside of the United States) or by e-mail at SLXN@allianceadvisors.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 OF EXTRAORDINARY 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, April 28, 2026 |
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| 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/secondegm2026. 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: 8161245#. |
| Agenda Items | (1) Proposal 1 - Authorized Share Capital Increase Proposal (the “Authorized Share Capital Increase Proposal”): An increase to the Company’s authorized share capital under paragraph 5 of the Company’s Amended and Restated Memorandum of Association by 50,000,000 of the Company’s ordinary shares (“ordinary shares”), from US$121,500, divided into 9,000,000 ordinary shares of a par value of US$0.0135 each (which is the Company’s current authorized share capital), to US$796,500, divided into 59,000,000 ordinary shares of a par value of US$0.0135 each. (2) Proposal 2 - Equity Incentive Plan Evergreen Increase Proposal (the “Evergreen Increase Proposal”): An amendment to Section 5(b)(i) of the Silexion Therapeutics Corp 2024 Equity Incentive Plan (the “2024 Plan”) to increase the number of ordinary shares added annually on January 1st under the “evergreen” provision of the 2024 Plan from (i) 5% of the Company’s outstanding ordinary shares, to (ii) such number of additional ordinary shares as yields, following the annual increase, a pool of ordinary shares reserved under all equity incentive plans of the Company that constitutes, in the aggregate, 10% of the issued and outstanding ordinary shares on a fully diluted basis. (3) Proposal 3- Reverse Share Split Proposal (the “Reverse Share Split Proposal”): A proposal to allow the Company’s board of directors (the “Board” or “Board of Directors”) to effect a reverse share split of the Company’s ordinary shares, par value $0.0135 per share at a ratio of not less than 1-for-4 and not more than 1-for-10, with the exact ratio to be determined by the Board prior to the meeting and to be presented for approval by our shareholders at the meeting |
| Required Majority for Approval of Proposals | Under the laws of the Cayman Islands and, in the case of the Authorized Share Capital Increase Proposal and the Reverse Share Split Proposal, Articles 17.1.1 and 17.1.4, respectively, of Silexion’s Amended and Restated Articles of Association, the approval of each of the proposals 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 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 either proposal. |
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| Purpose of Agenda Items | Authorized Share Capital Increase Proposal: The primary purpose of the Authorized Share Capital Increase Proposal is to enable the Company to maintain 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. 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 increase of 50,000,000 authorized ordinary shares (subject to adjustment if the Reverse Share Split Proposal is approved) is currently expected to be sufficient for the Company to maintain its requisite shareholders’ equity level and achieve the foregoing additional objectives in the short term to mid term. Evergreen Increase Proposal: The purpose of the Evergreen Increase Proposal is to enable the Company to attract, retain and motivate talented employees, officers, directors and consultants through competitive equity compensation. The 2024 Plan currently includes an “evergreen” provision that automatically increases the share pool under that plan on January 1st of each year by the lesser of (i) 5% of the Company’s outstanding ordinary shares, or (ii) an amount determined by the Board. The proposed amendment to that provision under the Evergreen Increase Proposal would change the number of ordinary shares added annually under the foregoing clause (i) from a set percentage increase to an increase that is tied to the resulting pool size following the increase. The proposed increase would add, annually (unless the Board decides upon a lesser increase under clause (ii)), such number of shares as would yield a total pool size under all Company equity incentive plans equal to 10% of the Company’s issued and outstanding shares on a fully diluted basis as of January 1st. The proposed change to the “evergreen” increase is necessary to meet the Company’s ongoing equity compensation needs annually without requiring frequent shareholder approvals for additional one-time increases, which would be wasteful of company resources. The proposed maximum size annual increase is furthermore consistent with market practice and the recommended limit for equity incentive- related dilution that is espoused by institutional shareholder groups. Reverse Share Split Proposal. The purpose of the proposed reverse share split is to enable the Company to maintain its compliance with 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 Capital Market. While the Company is presently in compliance with the minimum bid price requirement, the Company seeks to protect its Nasdaq listing and to preemptively prevent any potential deficiency as to that requirement, given that the closing price of the ordinary shares in recent times has not been significantly above the minimum level. 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. |
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| Board Recommendation | The Board recommends a vote “FOR” each of the Authorized Share Capital Increase Proposal, the Evergreen Increase Proposal, and the Reverse Share Split 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 Tuesday, April 7, 2026. |
| Additional Proxy Materials | The Authorized Share Capital Increase Proposal, the Evergreen Increase Proposal, and the Reverse Share Split 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/secondegm2026 |
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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, May 5, 2026, 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 proposals 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 matters on the agenda. |
| Required Vote | Approval of each of the Authorized Share Capital Increase Proposal, the Evergreen Increase Proposal and the Reverse Share Split 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 any 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, April 27, 2026 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 (April 7, 2026) 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/secondegm2026. 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: 8161245#. You may submit questions, but not vote, while attending the meeting virtually or telephonically. |
| Proxy solicitor for Meeting | Our proxy solicitor for the meeting is Alliance Advisors, whom you can contact by calling toll-free 1-866-206-7359 (for shareholders in the United States) or 1-551-368-0031 (for shareholders outside of the United States) or by e-mail at SLXN@allianceadvisors.com. |
By Order of the Board of Directors,
/s/ Ilan Hadar
Chairman of the Board and Chief Executive Officer April 9, 2026
This Notice of Extraordinary General Meeting was
first published by the Company on April 9, 2026.
Important Notice Regarding the Availability of Proxy Materials for the extraordinary general meeting
of Silexion to be held on April 28, 2026:
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/secondegm2026.
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| Page | |
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| INFORMATION CONCERNING ATTENDANCE AND VOTING | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING | 1 |
| PROPOSAL 1 - AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL | 10 |
| PROPOSAL 2 - EVERGREEN INCREASE PROPOSAL | 14 |
| PROPOSAL 3 – REVERSE SHARE SPLIT PROPOSAL | 17 |
| RISK FACTORS RELATED TO THE PROPOSALS | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| OTHER MATTERS | 31 |
+972-3-7564999
PROXY STATEMENT
FOR EXTRAORDINARY 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.