Silexion Therapeutics Corp. Files 8-K for Security Holder Rights

TL;DR

SILEXION THERAPEUTICS CORP (SLXN) FILED AN 8-K ON 11/29/24, REPORTING MATERIAL MODIFICATIONS TO SECURITY HOLDER RIGHTS.

AI Summary

Silexion Therapeutics Corp. (formerly Biomotion Sciences) announced on November 27, 2024, a material modification to the rights of its security holders. This filing also includes amendments to its articles of incorporation or bylaws and other events. The company, incorporated in the Cayman Islands, is in the biological products sector.

Why It Matters

This 8-K filing indicates significant changes affecting Silexion Therapeutics Corp.'s security holders, potentially impacting their rights and the company's governance structure.

Risk Assessment

Risk Level: medium — Filings related to material modifications of security holder rights can introduce uncertainty and potential shifts in control or value for existing shareholders.

Key Players & Entities

• Silexion Therapeutics Corp (company) — Registrant
• Biomotion Sciences (company) — Former company name
• November 27, 2024 (date) — Earliest event reported date
• November 29, 2024 (date) — Report date

FAQ

Key Financial Figures

• $0.0009 — registered Ordinary Shares, par value $0.0009 per share SLXN NASDAQ Warrants ex
• $103.50 — Ordinary Shares at an exercise price of $103.50 per share SLXNW NASDAQ Indicate b
• $20,000 — share capital of the Company remains at $20,000, now consisting of 22,222,222 ordinary
• $0.0001 — the ordinary shares has increased from $0.0001 per share to $0.0009 per share. In addi

Filing Documents

• zk2432408.htm (8-K) — 56KB
• exhibit_3-1.htm (EX-3.1) — 7KB
• exhibit_4-1.htm (EX-4.1) — 12KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001178913-24-003866.txt ( ) — 269KB
• slxn-20241129.xsd (EX-101.SCH) — 5KB
• slxn-20241129_def.xml (EX-101.DEF) — 18KB
• slxn-20241129_lab.xml (EX-101.LAB) — 28KB
• slxn-20241129_pre.xml (EX-101.PRE) — 21KB
• zk2432408_htm.xml (XML) — 7KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. In connection with the 1-for-9 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares (the " Reverse Share Split ") described in Item 5.03 below, on November 29, 2024, Silexion Therapeutics Corp (the " Company ") issued a notice (the " Warrant Adjustment Notice") to holders of its warrants to purchase ordinary shares (the " Warrants "). In the Warrant Adjustment Notice, the Company notified Warrant holders that the Company has made the following adjustments to its outstanding Warrants, effective after the close of trading on November 27, 2024, as to be reflected in the Warrants upon the open of trading on November 29, 2024: The number of ordinary shares issuable upon the exercise of each pre-Reverse Share Split Warrant to purchase one ordinary share will decrease proportionately to the Reverse Share Split ratio, resulting in each such Warrant being exercisable for 1/9th of an ordinary share following the Reverse Share Split; and The exercise price of each post-Reverse Share Split Warrant to purchase one whole post-Reverse Share Split ordinary share will be proportionately increased nine-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $103.50 per post-Reverse Share Split ordinary share. The Warrant Adjustment Notice was provided by the Company pursuant to the terms of the Warrant Agreement, dated February 19, 2021 (the " Warrant Agreement "), by and between Moringa Acquisition Corp, a Cayman Islands exempted company (" Moringa ") and Continental Stock Transfer & Trust Company, as warrant agent (the " Warrant Agent "). Moringa's rights and obligations under the Warrant Agreement were assigned to, and assumed by, the Company pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of August 15, 2024, by and among Moringa, the Company and the Warrant Agent as part of t

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously reported by the Company, at the Extraordinary General Meeting (reconvened) of the Company held on November 19, 2024, the Company's shareholders approved the Reverse Share Split (as described in Item 3.03 above). On November 27, 2024, the Company's Board of Directors, acting pursuant to that approval by the Company's shareholders, effected the Reverse Share Split following the close of trading on the Nasdaq Global Market through the filing of a certificate with the Companies Registry of the Cayman Islands that served as an effective amendment to the Company's Amended and Restated Memorandum of Association (the " Memorandum Amendment "). As a result of that filing, the authorized share capital of the Company remains at $20,000, now consisting of 22,222,222 ordinary shares, and the par value of the ordinary shares has increased from $0.0001 per share to $0.0009 per share. In addition, the number of issued and outstanding ordinary shares has decreased at a ratio of 1-for-9. The Reverse Share Split became effective after the close of business on November 27, 2024, and the Company's ordinary shares will begin trading on a Reverse Share Split-adjusted basis on the Nasdaq Global Market under the existing ticker symbol "SLXN" at the market open on November 29, 2024. After the Reverse Share Split, the trading symbol for the Company's ordinary shares will continue to be "SLXN." The new CUSIP number for the Company's ordinary shares is G1281K 122. The above description of the Memorandum Amendment and the Reverse Share Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Memorandum Amendment, a copy of which is attached as Exhibit 3.1 hereto, as filed with the Companies Registry of the Cayman Islands on November 27, 2024.

01 Other Events

Item 8.01 Other Events. The information set forth in Items 3.03 and 5.03 is hereby incorporated by reference into this Item

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 3.1 Memorandum Amendment, dated November 27, 2024. 4.1 Warrant Adjustment Notice, dated November 29, 2024. 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 29, 2024 /s/ Ilan Hadar Name: Ilan Hadar Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR