Silexion Therapeutics Corp
For the period ended Jun 16, 2026. Filed Jun 16, 2026.
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Jun 16, 2026 · Filed Jun 16, 2026
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DEF 14A 1 zk2635542.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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+972-3-756-4999
June 16, 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 Monday, July 13, 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/thirdegm2026, 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 3546153#.
At the extraordinary general meeting, we will present to our shareholders the following two proposals:
| (1) | Approval of the potential exercise of the (i) 399,020 new Series C ordinary warrants and Series D ordinary warrants, in the aggregate, to purchase an aggregate of 399,020 ordinary shares, par value US$0.135 per share (“ordinary shares”) at an exercise price of $5.00 per ordinary share (collectively, the “New Warrants”), and (ii) 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share (the “Placement Agent Warrants”), that we issued pursuant to the induced warrant exercise transaction that we completed on May 18, 2026 (the “Warrant Inducement Transaction”), for which approval is required in accordance with Nasdaq Listing Rule 5635(d) (the “New Warrant Exercisability Proposal”) (all of such numbers of New Warrants, Placement Agent Warrants and underlying ordinary shares, and exercise prices and par value, have been adjusted to reflect our 1-for-10 reverse share split effected on May 28, 2026). |
| (2) | An increase to the authorized share capital of the Company by 10,000,000 ordinary shares, from US$796,500 divided into 5,900,000 ordinary shares of a par value of US$0.135 each (which is our current authorized share capital following our 1-for-10 reverse share split effected on May 28, 2026), to US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each (the “Authorized Share Capital Increase Proposal”). |
Detailed information with respect to the two proposals is set forth in the accompanying notice and proxy statement, which we encourage you to carefully read in their entirety.
Under the laws of the Cayman Islands and 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 of the New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal. Abstentions will have no effect on the outcome of the vote of either of the proposals under Cayman Islands law.
The approval of the New Warrant Exercisability Proposal is required to enable us to uphold the agreed-upon terms of the Warrant Inducement Transaction, pursuant to which we were able to raise an aggregate of approximately $1.0 million from the exercise of existing warrants (before deducting placement agent fees and other offering expenses payable by us). That financing transaction enabled us to restore 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. In order to allow the investors and the placement agent in that transaction to potentially exercise the New Warrants and Placement Agent Warrants, respectively, issued to them, as agreed with them, we are now seeking shareholder approval for that exercise.
The potential future exercise of the New Warrants and Placement Agent Warrants could also serve as a source of additional financing and equity for our company— which will assist us in funding our operations and complying with the Nasdaq shareholders equity requirement in the near-term to mid-term.
The second matter to be presented at the meeting—the Authorized Share Capital Increase Proposal— is intended to help us to achieve the same dual goals targeted by the New Warrant Exercisability Proposal: (i) enabling us to issue equity securities in ordinary-course or extraordinary transactions that enhance our shareholders’ equity and thereby maintain our compliance with the $2.5 million shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), which will preserve our Nasdaq listing; and (ii) providing us sufficient share capital for the basic financing needs of our operations and for potential business development transactions. Under the current authorized share capital set forth in our Amended and Restated Memorandum of Association, we do not have sufficient authorized unissued ordinary shares available for issuance for the creation of shareholder value for the near-to-mid-term period, beyond shares already reserved for issuance under existing commitments. The proposed increase to our authorized share capital by 10,000,000 ordinary shares represents the minimum increase that is needed to enable us to maintain Nasdaq listing compliance, while continuing to progress with our clinical program and with potential complementary business development opportunities.
As we begin the Phase 2/3 clinical trials for SIL-204— our innovative RNA interference (RNAi) product candidate to treat solid tumors driven by KRAS mutations— our Nasdaq listing and our ability to finance those trials are critical to our creation of value for our shareholders. Our Nasdaq listing enhances the price and liquidity of, and the trading market for, our securities, which helps our shareholders, while our ability to effect financings enables us to continue to progress with our clinical program at the level of our operations. It is therefore in the best interest of our shareholders that we pursue both such goals, which is dependent on your support of both the New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal at the meeting.
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 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 Monday, July 13, 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/thirdegm2026. 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: 3546153#. | |
| Agenda Items/ Proposals | 1. | New Warrant Exercisability Proposal: The approval of the exercisability of the (i) 399,020 aggregate new Series C and Series D ordinary warrants to purchase 399,020 ordinary shares, par value US$0.135, of Silexion (“ordinary shares”) at an exercise price of $5.00 per ordinary share that Silexion issued as an inducement to investors, and (ii) 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share that Silexion issued as related compensation to the placement agent, as part of an induced warrant exercise transaction that Silexion completed on May 18, 2026 (the “Warrant Inducement Transaction”) (all of such numbers of new warrants, placement agent warrants, and underlying ordinary shares, and exercise prices and par value, have been adjusted to reflect the 1-for-10 reverse share split effected by Silexion on May 28, 2026). |
| 2. | Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company by 10,000,000 ordinary shares, from US$796,500 divided into 5,900,000 ordinary shares of a par value of US$0.135 each (constituting Silexion’s authorized share capital following the 1-for-10 reverse share split effected on May 28, 2026), to US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each. | |
| Required Majority for Approval of Proposals | Under the laws of the Cayman Islands and Silexion’s Amended and Restated Articles of Association, the approval of each of the New Warrant Exercisability Proposal and the Authorized Share Capital Increase 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 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. | |
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| Purpose of Agenda Items | New Warrant Exercisability Proposal: Under Nasdaq Listing Rule 5635(d), Silexion is required to seek shareholder approval of the exercisability of (i) the 399,020 aggregate new Series C ordinary warrants and Series D ordinary warrants to purchase 399,020 ordinary shares at an exercise price of $5.00 per ordinary share, and (ii) the 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share, all of which Silexion issued in the Warrant Inducement Transaction, as a condition to those warrants becoming exercisable. Without that shareholder approval condition, the Warrant Inducement Transaction would have been deemed a non-public offering at a price below the Nasdaq “minimum price”, and the financing under that transaction itself could not have been completed right away, due to the Nasdaq requirement to seek shareholder approval, or would have needed to have been carried out at a price, or on other terms, that the investors in the transaction would not have accepted. The funds raised in that transaction were essential in restoring the Company’s compliance with the Nasdaq shareholders’ equity requirement and providing financing for the Company’s upcoming Phase 2/3 clinical trials for its SIL 204 product candidate for the treatment of solid tumors driven by KRAS mutations. Silexion has furthermore committed contractually to the investors under the transaction documents to obtain the approval of its shareholders to enable the exercisability of those new warrants and placement agent warrants. The New Warrant Exercisability Proposal therefore fulfills regulatory and contractual requirements of Silexion related to its recent financing transaction. The potential exercise of the new warrants and placement agent warrants could furthermore serve as an additional source of financing, and could assist the Company in maintaining compliance with the Nasdaq shareholders’ equity requirement, in the near-term or mid-term future. Authorized Share Capital Increase Proposal: The Authorized Share Capital Increase Proposal is meant to provide the Company with sufficient authorized share capital to issue as part of maintaining 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 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 10,000,000 authorized ordinary shares is 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 future. |
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| Board Recommendation | The Board unanimously recommends a vote “FOR” each of the New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal. |
| 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 Wednesday, June 11, 2026. |
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| Additional Proxy Materials | The New Warrant Exercisability Proposal and the Authorized Share Capital Increase 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/thirdegm2026 |
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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 Monday, July 20, 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 New Warrant Exercisability Proposal and 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 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 Sunday, July 12, 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 (June 11, 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/thirdegm2026. 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: 3546153#. You may submit questions, but not vote, while attending the meeting virtually or telephonically. |
| Proxy solicitor for Meeting | Silexion’s 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. |
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By Order of the Board of Directors,
/s/ Ilan Hadar
Chairman of the Board and Chief Executive Officer June 16, 2026
This Notice of Extraordinary General Meeting was
first published by the Company on June 16, 2026.
Important Notice Regarding the Availability of Proxy Materials for the extraordinary general meeting
of Silexion to be held on July 13, 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/thirdegm2026.
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TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION CONCERNING ATTENDANCE AND VOTING | 1 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING | 1 |
| PROPOSAL 1 - NEW WARRANT EXERCISABILITY PROPOSAL | 9 |
| PROPOSAL 2 - AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL | 11 |
| RISK FACTORS RELATED TO THE PROPOSALS | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 16 |
| OTHER MATTERS | 19 |
+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.