UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the extraordinary general meeting of Silexion Therapeutics Corp (the “Company”) originally held on October 19, 2026 and reconvened on October 26, 2026 (the “Meeting”), the shareholders of the Company duly approved a resolution serving as an effective amendment to paragraph 5 of the Company’s amended and restated memorandum of association (the “Memorandum Amendment”), which increased the Company’s authorized share capital, as described in Item 5.07 below. The Memorandum Amendment was filed with the Registrar of Companies of the Cayman Islands on October 26, 2026, at which time it became effective.
The above description of the Memorandum Amendment 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 26, 2026, the Company reconvened the Meeting, which had been adjourned on October 19, 2026 due to the absence of a quorum. At the reconvened Meeting, holders of an aggregate of 2,697,489 ordinary shares, representing approximately 18.6% of the Company’s issued and outstanding ordinary shares, were present either in person or by proxy. Pursuant to Article 21.3 of the Company’s amended and restated articles of association (the “Articles”), following the lapse of a half hour from the scheduled commencement time of the reconvened Meeting, and in the absence of a quorum (defined as the presence of shareholders holding a majority of the Company’s issued and outstanding ordinary shares), the shareholders then present constituted a quorum for the purpose of transacting business at the Meeting.
At the reconvened Meeting, the Company’s shareholders voted on the following proposals:
| (i) | Proposal 1: An increase to the authorized share capital of the Company by 500,000,000 ordinary shares, from US$2,146,500 divided into 15,900,000 ordinary shares of a par value of US$0.135 each (which was the Company’s existing authorized share capital), to US$69,646,500 divided into 515,900,000 ordinary shares of a par value of US$0.135 each (the “Authorized Share Capital Increase Proposal”). |
The result of the vote on the Authorized Share Capital Increase Proposal was as follows:
Number of Votes and % of Votes in Favor (Excluding Abstentions) |
Number of Votes and % of Votes Against (Excluding Abstentions) |
Abstentions | ||
| 2,567,677 (95.4%) | 124,151 (4.6%) | 5,661 |
| (ii) | Proposal 2: A proposal to allow the Board of Directors to effect a reverse share split of the Company’s ordinary shares within a range of 1-for-15 to 1-for-25, as determined by the Board, with the Board having determined a ratio of 1-for-24, whereby all issued and outstanding, and all authorized but unissued, ordinary shares, par value $0.135, of the Company, will be consolidated on a 1-for-24 basis, into a lesser number of ordinary shares, par value $3.24 per share, of the Company (the “Reverse Split Proposal”): |
The result of the vote on the Reverse Split Proposal was as follows:
Number of Votes and % of Votes in Favor (Excluding Abstentions) |
Number of Votes and % of Votes Against (Excluding Abstentions) |
Abstentions | ||
| 2,630,320 (97.7%) | 61,787 (2.3%) | 5,382 |
Based on the above vote results, each of the two proposals was approved by the affirmative vote of ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, were voted in person or by proxy at the Meeting with respect to such proposal, thereby satisfying the requisite approval threshold set forth in the relevant provisions of the Articles.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Memorandum Amendment, dated October 26, 2026
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: October 26, 2026 | By: | /s/ Ilan Hadar |
| Name: | Ilan Hadar | |
| Title: | Chief Executive Officer | |