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. 5
(to Prospectus dated October 16, 2024)
(to Prospectus dated October 16, 2024)
Up to 660,000 Ordinary Shares
Up to 1,705,798 Ordinary Shares by the Selling Securityholders
Up to 21,112 Warrants by the Selling Securityholders
This Prospectus Supplement No. 5 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 March 14, 2025 (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 March 13, 2025, the last reported sales price of the
ordinary shares was $1.38 per share, and on March 12, 2025, the last reported sales price of the warrants was $0.0521 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 March 14, 2025.
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): March 14, 2025 (March 13, 2025)
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 $0.0009 per share
|
|
SLXN |
|
The Nasdaq Stock Market LLC
|
|
Warrants exercisable for Ordinary Shares at an exercise price of $103.50 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 1.01 Entry into a Material Definitive Agreement.
On March 13, 2025, Silexion Therapeutics Corp (the “Company”) entered into a letter agreement (the “Note
Conversion Inducement Agreement”) with EarlyBirdCapital, Inc. (“EBC”) pursuant to which the Company and EBC agreed to retire a previously issued convertible promissory note (“Convertible Note”), dated August 15, 2024, in an amount of
$1,250,000, issued by the Company to EBC on the terms described below. In accordance with its terms, the Convertible Note was to be repaid in cash or convertible into ordinary shares of the Company, par value $0.0009 per share (“ordinary
shares”), solely at the option of EBC and had a maturity date of December 31, 2025.
Pursuant to the Note Conversion Inducement Agreement, EBC agreed to retire the $880,202.20 principal and
interest amount outstanding under the Convertible Note as of the date of the Note Conversion Inducement Agreement (the “Outstanding Amount”) in consideration of: (i) a cash payment by the Company in an amount of $400,000 (plus $15,000 in
legal expenses) (“Cash Amount”), (ii) conversion of a certain amount of the principal and interest due under the Convertible Note via the issuance by the Company to EBC of 277,777 ordinary shares (the “EBC Shares”), which conversion amount
would be equal to the net proceeds received by EBC from the sale of the EBC Shares (the “Conversion Amount”), and (iii) the payment by the Company to EBC of any remaining amount due under the Convertible Note after deducting the Cash Amount
and the Conversion Amount from the Outstanding Amount.
On March 13, 2025, in accordance with the terms of the Note Conversion Inducement Agreement, the Company
made the required cash payment and on March 14, 2025 the Company issued the EBC Shares to EBC.
The EBC Shares have been issued pursuant to an effective registration statement of the Company on Form S-1
(Registration No. 333-282556) as required by the Convertible Note.
The foregoing description of the Note Conversion Inducement Agreement is not complete and is qualified in
its entirety by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
10.1
|
Note Conversion Inducement Agreement dated March 13, 2025
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted in Inline XBRL)
|
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: March 14, 2025
|
/s/ Ilan Hadar
|
|
|
|
Name:
|
Ilan Hadar
|
|
|
Title:
|
Chief Executive Officer
|
Exhibit 10.1
SILEXION THERAPEUTICS CORP
12 ABBA HILLEL ROAD
RAMAT GAN, ISRAEL 5250606
March 13, 2025
EarlyBirdCapital, Inc.
366 Madison Avenue
8th Floor
New York, New York 10017
Attn: Steven Levine
|
Re:
|
Inducement to Convert Silexion Convertible Promissory Note
|
Dear Holder:
Reference is made to that certain Convertible Promissory Note, dated August 15, 2024, in an amount of
$1,250,000 (the “Note”), issued by Silexion Therapeutics Corp (formerly known as Biomotion Sciences) (the “Company”) to EarlyBirdCapital, Inc. (“Holder”, which, together with the Company, are sometimes
referred to herein as the “parties”). The Note is convertible into ordinary shares of the Company, par value $0.0009 per share (the “Ordinary Shares”) in accordance with the terms of the Note. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note.
The issuance of 277,777 Ordinary Shares (which reflects an adjustment in respect of the 1-for-9 reverse share
split of the Company’s authorized ordinary shares, including issued and outstanding ordinary shares, that was effected on November 29, 2024) underlying the Note (the “Note Shares”) has been registered pursuant to the Company’s registration statement on Form S-1 (File No. 333-282556) (the “Registration
Statement”) that was declared effective on October 16, 2024. The Company hereby represents that, prior to the date hereof, the prospectus contained within the Registration Statement has been updated to include therein all
material information concerning the Company, and that the Registration Statement is currently in effect.
The parties acknowledge that the current outstanding principal amount, together with all accrued and unpaid
interest (but excluding penalty interest) as of the date hereof, under the Note is $880,202.20 (the “Note Balance”). In consideration of the mutual
interest of the parties for the Holder to receive repayment of the full amount of the Note Balance, plus related collection expenses, and for the Company to retire the Note and to increase its shareholders equity as a result of the issuance
of the Note Shares, the parties hereby agree to the following steps that will result in the full settlement of the Note Balance and the retirement of the Note:
| (i) |
The Holder hereby notifies the Company that Holder is converting a portion of the Note Balance into the Note Shares at a price per Note Share equal to the
Conversion Price (as amended in paragraph (ii) below). Within one business day after the date hereof, the Company’s transfer agent will deliver the Note Shares to the Holder, free and clear of any restrictive legends, in accordance
with the issuance instructions that appear in Appendix A to this letter agreement.
|
| (ii) |
The contemplated timing for conversion under Section 3 of the Note, and the definition of Conversion Price (as defined in Section 3 of the Note), are hereby
amended such that the Holder may convert as of the date hereof, into the Note Shares, such portion of the Note Balance as is equal to the Conversion Price (as amended below) multiplied by 277,777 (i.e., the number of Note Shares to be
issued upon such conversion). As amended hereby, the term “Conversion Price” in Section 3 of the Note means the average net proceeds per Note
Share to be received by the Holder from the sale of all of the Note Shares in accordance with paragraph (iv) below, after deducting any reasonable and documented selling and other offering expenses incurred by the Holder in connection
with the Holder’s sales of the Note Shares (but without deducting the Collection Fee (as defined in paragraph (iii) below)), as reflected in a written report or certification by the Holder to be provided by Holder to the Company (or
other evidence that is reasonably acceptable to the Company) (the “Note Shares Sales Report”) that states (a) the total proceeds from the sale
of all Note Shares, (b) the foregoing reasonable and documented selling and other offering expenses incurred by the Holder, (c) the resulting aggregate net proceeds from the sale of the Note Shares (the “Aggregate Net Proceeds”), and (d) the calculation of the Conversion Price (which shall equal the Aggregate Net Proceeds, divided by 277,777).
|
| (iii) |
Concurrently with the execution of this letter agreement, the Company shall make a cash payment by wire transfer to the Holder, to the account t designated by
the Holder as set forth on Appendix B hereto (the “Directed Account”), in an amount of $415,000, consisting of (x) $400,000 (the “Pre-Payment Amount”) to be applied to payment of, and to be deducted from, the Note Balance, and (y) $15,000 for the collection/legal fees of the Holder (the “Collection Fee”).
|
| (iv) |
Holder agrees that all sales of the Note Shares shall be carried out in broker transactions, on the Nasdaq Stock Market, and in keeping with (and not below)
market prices as of the time of such sales. The Holder represents and warrants that any sales of Note Shares shall be conducted in accordance with the Plan of Distribution as set forth in the Registration Statement, and that the
Holder will comply with any prospectus delivery requirements of the Securities Act of 1933, as amended.
|
| (v) |
Upon Holder’s notification to the Company that the sale of all Note Shares has been completed, and after providing the Note Shares Sales Report to the Company,
and the Company’s acknowledgment that such report is in good order (which acknowledgement shall not be unreasonably withheld or delayed), the Company shall promptly (no later than the first (1st) trading day afterwards) make a cash
payment by wire transfer to the Holder, to the Directed Account, in an amount (the “Settlement Amount”) equal to the difference between (i) the
Note Balance, less (ii) the sum of (a) the Aggregate Net Proceeds and (b) the Pre-Payment Amount. To the extent the Settlement
Amount is a negative number, Holder shall promptly (no later than the first (1st) trading day after Holder’s delivery of the Note Shares Sales Report to the Company) make a cash payment by wire transfer to the Company in the amount by
which the sum of the Aggregate Net Proceeds and the Pre-Payment Amount exceed the Note Balance (such amount, the “Excess Repayment Amount”).
|
| (vi) |
Upon acknowledgement of receipt by the Holder of the Settlement Amount, or, in the case the Settlement Amount is a negative number, upon confirmation by the
parties that the Holder is required to repay the Excess Repayment Amount, the Note shall be automatically considered repaid and retired, with no further obligations of the Company thereunder (but subject to the Holder’s obligation to
refund the Excess Repayment Amount to the Company, to the extent applicable). At such time, the Holder shall promptly return the original signed Note to the Company, or shall deliver an acknowledgment as to the repayment of, and
retirement of, the Note to the Company. If the Company is obligated to pay a Settlement Amount to the Holder and such payment is not made as set forth herein (a “Payment Default”), then the Note shall remain outstanding and in full
force and effect, including provisions related to penalty interest, with (i) the amount owed thereunder deemed to be the Settlement Amount and (ii) interest accruing on such amount from the date of the Payment Default at the penalty
interest rate as set forth in the Note.
|
The Company shall, by 9:30 a.m., New York City time, on the first business day immediately following the date
of this letter agreement, file with the United States Securities and Exchange Commission (i) a Current Report on Form 8-K and (ii) a prospectus supplement to the Registration Statement, in each case reasonably approved by the Holder (such
approval to not be unreasonably withheld, conditioned or delayed), disclosing the material terms of this letter agreement.
This letter agreement shall be construed and enforced in accordance with the laws of the State of New York,
without regards to conflicts of laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby.
|
|
Sincerely yours,
|
|
|
|
|
|
|
|
SILEXION THERAPEUTICS CORP
|
|
|
|
|
|
|
|
By:
|
/s/ Ilan Hadar
|
|
|
Name:
|
Ilan Hadar
|
|
|
Title:
|
Chief Executive Officer
|
|
|
By:
|
/s/ Mirit Horenshtein Hadar
|
|
|
Name:
|
Mirit Horenshtein Hadar
|
|
|
Title:
|
Chief Financial Officer
|
[Holder Signature Page Follows]
Acknowledged and Agreed:
Holder:
EARLYBIRDCAPITAL, INC.
Signature of Authorized
Signatory of Holder: _________/s/ Steven Levine________________________
Name of Authorized Signatory: _________Steven
Levine______________________________________
Title of Authorized Signatory: _________CEO_______________________________________
[Holder signature page to Letter Agreement re: Inducement to Convert Silexion Convertible Promissory Note]
Appendix A
Issuance Instructions for Note Shares
Appendix B
Wire Instructions for EarlyBirdCapital, Inc.