SEC Form 424B3 filed by Silexion Therapeutics Corp
$SLXN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-282556
Registration No. 333-282556
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated October 16, 2024)
(to Prospectus dated October 16, 2024)
Up to 5,940,000 Ordinary Shares
Up to 15,352,181 Ordinary Shares by the Selling Securityholders
Up to 190,000 Warrants by the Selling Securityholders
This Prospectus Supplement No. 2 updates, amends, and supplements the prospectus dated October 16, 2024 (as amended and supplemented, the “Prospectus”),
which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282556). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 22, 2024 (the “Report”). Accordingly, we have included the Report in this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus
for future reference.
New Silexion’s ordinary shares and warrants are listed on The Nasdaq Stock Market LLC under the symbols “SLXN” and “SLXNW,” respectively. On November 19, 2024, the last reported sales price of the
ordinary shares was $0.2262per share, and on November 19, 2024, the last reported sales price of the warrants was $0.05 per warrant.
We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, and an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have
elected to comply with certain reduced public company disclosure and reporting obligations. See “Prospectus Summary — Implications of Being a Smaller Reporting Company and Emerging Growth Company” in the
Prospectus for additional information.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6
of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the
Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 22, 2024.
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)
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Cayman Islands
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001-42253
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N/A |
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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12 Abba Hillel Road Ramat-Gan, Israel |
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5250606
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(Address of principal executive offices)
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(Zip Code)
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+972-8-6286005
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Ordinary Shares, par value $0.0001 per share
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SLXN |
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The Nasdaq Stock Market LLC
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Warrants exercisable for Ordinary Shares at an exercise price of $11.50 per share
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SLXNW
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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 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
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99.1
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Press Release dated November 22, 2024
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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.
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SILEXION THERAPEUTICS CORP
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Date: November 22, 2024
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/s/ Ilan Hadar
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Name:
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Ilan Hadar
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Title:
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Chief Executive Officer
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