| (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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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
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Warrants exercisable for Ordinary Shares at an exercise price of $11.50 per share
| | SLXNW
| | The Nasdaq Stock Market LLC
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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 5.07. Submission of Matters to a Vote of Security Holders.
On November 19, 2024, Silexion Therapeutics Corp (the “Company”) reconvened its extraordinary general meeting (the “Meeting”), after the Meeting had been adjourned on its originally scheduled date of November 12, 2024 due to the absence of a quorum. At the reconvened Meeting, holders of a total of 4,201,313 ordinary shares, constituting approximately 29.5% of the Company’s outstanding ordinary shares, were present in person or by proxy. Pursuant to Article 21.3 of the Company’s amended and restated articles of association, after a half-hour had elapsed from the start time of the reconvened Meeting and a quorum (constituted by holders of a majority of the Company’s issued and outstanding ordinary shares) was not present, those shareholders present constituted a quorum for the conduct of business at the Meeting.
At the reconvened Meeting, the Company’s shareholders approved the sole matter on the agenda, a proposal to allow the Company’s board of directors to effect a reverse share split of the Company’s ordinary shares at a ratio of 1-for-9 , whereby all issued and outstanding, and all authorized but unissued, ordinary shares, par value $0.0001, of the Company, will be consolidated on a 1-for-9 basis, into a lesser number of ordinary shares, par value $0.0009 per share, of the Company (the “Reverse Split Proposal”).
The affirmative vote of a majority of the ordinary shares of the Company present and voting at the Meeting (excluding abstentions) was required to approve the Reverse Split Proposal.
Set forth below are the final voting results for the Reverse Split Proposal, evidencing the approval of the proposal by 93.6% of the ordinary shares (excluding abstentions) present and voting on the proposal:
| For | | Against | | Abstain |
| 3,933,463 | | 267,128 | | 722 |
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 |
| | |
| /s/ Ilan Hadar |
| | Name: | Ilan Hadar |
| | Title: | Chief Executive Officer |
