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 22, 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)

+972-8-6286005
(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.




Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On November 19, 2024, Silexion Therapeutics Corp (the “Company”) received two letters from the Nasdaq Listing Qualifications Department, each addressing a separate compliance deficiency of the Company under the Nasdaq Listing Rules. On November 20, 2024, the Company received an additional letter, addressing a third compliance deficiency under the Nasdaq Listing Rules. None of the deficiency letters will have a current impact on trading in the Company’s ordinary shares or warrants.

Market Value-Related Deficiencies

The first letter from the Nasdaq Listing Qualifications Department notified the Company of its non-compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a company such as the Company whose securities are listed on the Nasdaq Global Market under the “Market Value Standard” to maintain a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000. The deficiency was triggered by the Company’s MVLS having closed below the minimum level for a period of 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(C), the Company is entitled to a 180-day period, ending on May 19, 2025, to rectify the deficiency. In order to do so, the Company much achieve and maintain an MVLS of $50,000,000 or more for at least 10 consecutive business days. Failure to regain compliance within the 180-day period would result in the delisting of the Company’s securities from Nasdaq, although the Company would have the right to appeal such a delisting to a Nasdaq hearings panel.

The second letter informed the Company of its deficiency in complying with Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum Market Value of Publicly Held Shares (an “MVPHS”) of $15,000,000 for continued listing on the Nasdaq Global Market under the “Market Value Standard”. This deficiency was caused by the Company’s MVPHS having fallen below the minimum threshold for the prior 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until May 19, 2025, to regain compliance, which the Company can achieve if its MVPHS closes at or above $15,000,000 for at least 10 consecutive business days. Failure to regain compliance within that 180-day period would result in the delisting of the Company’s securities from Nasdaq, subject to the Company’s right to appeal to a Nasdaq hearings panel.

The Company intends to actively monitor the market value of its securities and explore available options to resolve both market value-related deficiencies. As part of its strategy, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market, subject to meeting one set of listing requirements for that market. There can be no assurance, however, that the Company will successfully regain compliance with either rule within the allotted timeframe or that any appeal, if necessary, will be successful.

Audit Committee Deficiency due to Vacancy

The third letter from the Nasdaq Listing Qualifications Department informed the Company of its noncompliance with Nasdaq Listing Rule 5605(c)(2)(A) due to having only two members on its audit committee, instead of three members possessing certain qualifications, as required under that rule. This deficiency solely reflects the vacancy on that committee that resulted from Ilan Shiloah’s resignation from the Company’s board of directors and audit committee, effective September 16, 2024, which was reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 19, 2024. Under Nasdaq Listing Rule 5605(c)(4) the Company has a cure period to regain compliance, which ends at (i) the earlier of the Company’s next annual general meeting or September 16, 2025, or (ii) March 17, 2024, if the annual general meeting is held before that date. The Company has been seeking to identify an appropriate additional independent candidate with the requisite background and experience to serve on the board of directors and the audit committee. The Company intends to appoint or elect such a new director prior to the expiration of the cure period described above, which would enable the Company to regain compliance with this Listing Rule.



Item 8.01   Other Events.

On November 22, 2024, the Company issued a press release announcing a prospective 1-for-9 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares. The reverse share split will be effected automatically, without any action required on the part of the Company’s shareholders. The reverse share split will result in a corresponding increase in the par value of the Company’s ordinary shares, from $0.0001 per share to $0.0009 per share. No fractional shares will be issued as a result of the reverse split, as any fractional share totals to which shareholders become entitled will be rounded up to the nearest whole number of shares. The reverse share split will become effective after market close on November 27, 2024, and the Company’s ordinary shares will begin trading on a reverse split-adjusted basis on the Nasdaq Global Market at market open on November 29, 2024. The ticker symbol for the ordinary shares will remain “SLXN.” A copy of the press release announcing the reverse split is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Item 9.01    Financial Statements and Exhibits 
 
(d) Exhibits
     





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 22, 2024
/s/ Ilan Hadar
 
Name: 
Ilan Hadar
 
Title:
Chief Executive Officer
 


Exhibit 99.1
 
 
Silexion Therapeutics Announces 1-for-9 Reverse Share Split
 
Trading on split-adjusted basis will begin at market open on November 29, 2024. This
adjustment is expected to help Silexion comply with NASDAQ requirements, enhance its market
position, and support its strategic growth initiatives
 
GRAND CAYMAN, Cayman Islands, November 22, 2024 – Silexion Therapeutics Corp. (NASDAQ: SLXN) (“Silexion” or the “Company”), a clinical-stage biotech developing RNA interference (RNAi) therapies for KRAS-driven cancers, today announced a 1-for-9 reverse share split of its ordinary shares. The reverse share split will become effective after market close on November 27, 2024, and the Company’s ordinary shares will begin trading on a split-adjusted basis on the Nasdaq Global Market at market open on November 29, 2024, under the existing ticker symbol “SLXN.” A new CUSIP number will be assigned to the post-reverse split shares.
 
As a result of the reverse share split, every nine ordinary shares of Silexion issued and outstanding will be automatically combined into one share. The par value of the ordinary shares will be proportionately increased, from $0.0001 per share to $0.0009 per share, and no fractional shares will be issued. Shareholders entitled to fractional shares will each receive a rounded-up whole share.
 
“Our decision to initiate a reverse share split aligns with Silexion’s commitment to maintaining our Nasdaq listing and ensuring a robust foundation for future growth,” said Ilan Hadar, Chairman and CEO of Silexion. “Given our recently reported milestones and strong pipeline, I am confident that we are well-positioned to advance our clinical programs and deliver value to our shareholders and to patients in the future. We believe this reverse split will help address the common short-term volatility in our share price that we experienced following our business combination and position us for long-term growth.”
 
Shareholders holding shares in book-entry form do not need to take any action in respect of the reverse share split, as their shares will be adjusted automatically. Those holding shares through a broker or nominee will also not need to take any action, as the number of shares held by them will be adjusted automatically, as reflected in their brokerage account. For further details, those shareholders should contact their broker.
 
The reverse share split is intended, among other things, to enable the Company to regain and maintain compliance with Nasdaq’s minimum bid price requirement, as outlined in Nasdaq Listing Rule 5450(a)(1). This adjustment is expected to help Silexion align with Nasdaq standards, enhance its market position, and support its strategic growth initiatives (including by enabling the Company to conduct equity financings).
 
About Silexion Therapeutics:
 
Silexion Therapeutics (NASDAQ: SLXN) is a pioneering clinical-stage, oncology-focused biotechnology company developing innovative RNA interference (RNAi) therapies to treat solid tumors driven by KRAS mutations, the most common oncogenic driver in human cancers. The company's first-generation product, LODER™, has shown promising results in a Phase 2 trial for non-resectable pancreatic cancer. Silexion is also advancing its next-generation siRNA candidate, SIL-204, designed to target a broader range of KRAS mutations and showing significant potential in preclinical studies. The company remains committed to pushing the boundaries of therapeutic innovation in oncology, with a focus on improving outcomes for patients with difficult-to-treat cancers. For more information please visit: https://silexion.com


 
Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this communication, including statements regarding Silexion’s share price, business strategy, research and development plans, anticipated milestones, expected clinical and preclinical advancements, the potential benefits of the reverse share split, and management’s objectives for future operations, are forward-looking statements. These forward-looking statements are generally identified by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements include, without limitation, Silexion’s expectations regarding the progression of its clinical and preclinical programs, anticipated benefits of the reverse share split, financing prospects, future market conditions, expected regulatory filings, and other potential developments related to its research pipeline and business strategy. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in such statements. Important factors that could cause such differences include, but are not limited to: (i) Silexion’s ability to realize the anticipated benefits of being a public company, which may be impacted by competition, operational challenges, the retention of key personnel, and the costs associated with public listing; (ii) risks related to Silexion’s ability to advance its lead programs, including LODER™ and SIL-204, through clinical development successfully and in a timely manner; (iii) the potential impact of the reverse share split on the Company’s share price and its ability to maintain compliance with Nasdaq listing requirements; (iv) the potential impact of the reverse share split on Silexion’s ability to successfully raise capital in the near future; (v) changes in regulatory requirements or the potential for regulatory delays; (vi) Silexion’s ability to maintain and expand its intellectual property portfolio; (vii) the availability and terms of additional capital needed to fund ongoing research and development activities and operational expenses; (viii) the evolving market for RNA interference (RNAi) therapies and the competitive landscape in oncology; (ix) the possibility that Silexion may not achieve anticipated milestones within expected timelines, including initiation of Phase 2/3 clinical trials for SIL-204; (x) risks associated with reliance on third-party manufacturers and collaborators for development and commercialization efforts; and (xi) other risks and uncertainties as detailed in the documents filed or to be filed with the SEC by Silexion, including the definitive proxy statement on Schedule 14A filed on October 22, 2024, the proxy supplement  filed under cover of Schedule 14A on November 13, 2024, and the Form S-1 registration statement filed on October 31, 2024. Silexion cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.
 
CONTACT:
 
Silexion Therapeutics Corp
Ms. Mirit Horenshtein Hadar, CFO
mirit@silexion.com
 
ARX | Capital Markets Advisors
North American Equities Desk
silexion@arxadvisory.com
 

 
 

 
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Nov. 22, 2024
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Entity Registrant Name Silexion Therapeutics Corp
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