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): December 10, 2024

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 $0.0001 per share
 
 SLXN
 
The Nasdaq Stock Market LLC
Warrants exercisable for Ordinary Shares at an exercise price of $11.50 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Appointment of New Independent Director

On December 10, 2024, the Board of Directors (the “Board”) of Silexion Therapeutics Corp (the “Company”) appointed Professor Amnon Peled to the Board as an independent director. Professor Peled will serve for a term that lasts until the Company’s next annual general meeting, and will fill the Board seat vacated by Ilan Shiloah, who had resigned in September 2024.

Professor  Peled will serve on each of the audit, compensation, and corporate governance and nominating committees of the Board, and has been affirmed by the Board to (i) be an “independent director” as defined by Nasdaq Listing Rule 5605(b)(1) and (ii) meet the further requirements for audit committee and compensation committee service contained in Nasdaq Listing Rules 5605(c)(2)(A) and 5605(d)(2)(A), respectively, including under Rules 10A-3 and 10C-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Professor Peled’s appointment to the audit committee is expected to remedy the Company’s Nasdaq listing deficiency related to the composition of the audit committee, by bringing to three the number of qualified directors serving on that committee. As previously disclosed, on November 19, 2024, the Company had been notified by The Nasdaq Stock Market LLC that, as a result of the resignation of Ilan Shiloah from the audit committee, the Company was not in compliance with Nasdaq’s audit committee composition requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A), which required the Company to have three qualified members of the audit committee.

Biographical information with respect to Professor Peled is set forth immediately below:

Amnon Peled, PhD, has served as an associate professor at Hadassah Medical Center, Jerusalem since August 2000. Professor Peled also served as Director of the Gene Therapy Institute at Hadassah Medical Center from October 2021 to February 2024. He specializes in cytokine research, hematopoietic stem cell biology, inflammation, and cancer, leading the development of therapies now in Phase II/III trials. Professor Peled served as Founder and CEO of Biokine Therapeutics, and as its Chief Scientific Officer, from July 2000 to February 2024, where he advanced the CXCR4 antagonist BKT140/BL8040. Prof. Peled is an author of over 100 publications and holder of 200+ patents and patent applications, and holds a Bachelor’s degree in agriculture from the Hebrew University of Jerusalem, a Master’s degree in cell biology and histology from Tel Aviv University, and a Ph.D. from the Weizmann Institute. He completed postdoctoral training at Harvard Medical School and the Weizmann Institute.

There are no arrangements or understandings between Prof. Peled and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding Prof. Peled that are required to be disclosed under Item 404(a) of Regulation S-K of the Securities and Exchange Commission.
 
On December 10, 2024, the Company issued a press release announcing Professor Peled’s appointment to the Board. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits
          
(d) Exhibits
     


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: December 10, 2024
/s/ Ilan Hadar
 
Name:
Ilan Hadar
 
Title:
Chief Executive Officer
 
Exhibit 99.1


Silexion Therapeutics Appoints Renowned Cancer Therapeutics
Expert Prof. Amnon Peled to Board of Directors

Prof. Peled, a globally recognized scientific authority who has been involved in multiple
successful publicly traded bio-pharma companies, will assist Silexion as it advances its RNAi
platform and next-generation therapies targeting KRAS mutations

GRAND CAYMAN, Cayman Islands, December 10, 2024 – Silexion Therapeutics Corp. (NASDAQ: SLXN) (“Silexion” or the “Company”), a clinical-stage biotech developing RNA interference (RNAi) therapies for KRAS-driven cancers, today announced the appointment of Prof. Amnon Peled as an independent director to its Board of Directors. Prof. Peled, a globally recognized authority in stem cell biology, immunology, and cancer therapeutics who has been involved in numerous successful publicly traded bio-pharma companies, will also serve on the Company’s audit, compensation, and nominating and corporate governance committees. The Board unanimously approved his appointment, citing his decades of experience in advancing novel cancer therapies from discovery to FDA approval.

Ilan Hadar, Chairman and CEO of Silexion, commented: “We are thrilled to welcome Prof. Peled to our Board of Directors. His unparalleled expertise in cancer biology, stem cell mobilization, and therapeutic development will be invaluable as Silexion continues to advance its pipeline of RNAi-based therapies for difficult-to-treat cancers. Prof. Peled’s track record in translating innovative science into impactful clinical outcomes aligns perfectly with our mission to address unmet needs in oncology.”

“I am excited to join Silexion at such a pivotal time in its journey,” said Prof. Amnon Peled. “The Company’s RNAi platform holds tremendous promise for addressing some of the most challenging oncology indications. I look forward to contributing my expertise to help advance Silexion’s innovative pipeline and drive meaningful impact for patients.”

Prof. Peled’s appointment reinforces Silexion’s commitment to scientific and strategic excellence as it advances its RNAi platform and next-generation therapies targeting KRAS mutations. His extensive experience in clinical development and regulatory pathways will contribute to Silexion’s mission of delivering innovative solutions for patients facing the most challenging cancers. Prof. Peled’s appointment also fills its current board vacancy, ensuring Silexion remains in compliance with Nasdaq’s listing requirements, including having a fully constituted audit committee.

About Prof. Amnon Peled

Prof. Peled serves as the Director of the Gene Therapy Institute at Hadassah Medical Center in Jerusalem, where his research focuses on cytokine roles in hematopoietic stem cell biology, inflammation, and cancer. Over his 28-year career, he has led groundbreaking research into the chemokine receptor CXCR4, a key player in stem cell mobilization and cancer. Prof. Peled has authored over 120 scientific publications and holds more than 200 patents and patent applications related to therapeutic applications in stem cell biology, immunology, and cancer.

Prof. Peled’s contributions to biotechnology include close collaborations with leading Israeli biotech companies such as Biokine Therapeutics, BiolineRX (NASDAQ: BLRX), Gamida Cell, KAHR Medical, and AlonBio. He is the founder of Biokine Therapeutics, AlonBio, and SakuraBio. His leadership in the development of the CXCR4 antagonist BKT140/BL8040 and Gamida Cell’s NK and cord blood stem cell expansion technologies has resulted in multiple FDA approvals. Prof. Peled earned his Ph.D. from the Weizmann Institute of Science and conducted postdoctoral research at Harvard Medical School and Millennium Pharmaceuticals, Inc.

About Silexion Therapeutics

Silexion Therapeutics (NASDAQ: SLXN) is a pioneering clinical-stage, oncology-focused biotechnology company developing innovative RNA interference (RNAi) therapies to treat solid tumors driven by KRAS mutations, the most common oncogenic driver in human cancers. The company's first-generation product, LODER™, has shown promising results in a Phase 2 trial for non-resectable pancreatic cancer. Silexion is also advancing its next-generation siRNA candidate, SIL-204, designed to target a broader range of KRAS mutations and showing significant potential in preclinical studies. The company remains committed to pushing the boundaries of therapeutic innovation in oncology, with a focus on improving outcomes for patients with difficult-to-treat cancers. For more information please visit: https://silexion.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this communication, including statements regarding Silexion’s directors, compliance with Nasdaq listing requirements, share price, business strategy, research and development plans, anticipated milestones, expected clinical and preclinical advancements, and management’s objectives for future operations, are forward-looking statements. These forward-looking statements are generally identified by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements include, without limitation, Silexion’s expectations regarding the progression of its clinical and preclinical programs, pipeline of RNAi-based therapies, contributions of members of its Board of Directors, financing prospects, future market conditions, expected regulatory filings, and other potential developments related to its research pipeline and business strategy. Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in such statements. Important factors that could cause such differences include, but are not limited to: (i) Silexion’s ability to realize the anticipated benefits of being a public company, which may be impacted by competition, operational challenges, the retention of key personnel, and the costs associated with public listing; (ii) risks related to Silexion’s ability to advance its lead programs, including LODER™ and SIL-204, through clinical development successfully and in a timely manner; (iii) the potential impact of the Company’s recent reverse share split on the Company’s share price and its ability to maintain compliance with Nasdaq listing requirements; (iv) the potential impact of the recent reverse share split on Silexion’s ability to successfully raise capital in the near future; (v) changes in regulatory requirements or the potential for regulatory delays; (vi) Silexion’s ability to maintain and expand its intellectual property portfolio; (vii) the availability and terms of additional capital needed to fund ongoing research and development activities and operational expenses; (viii) the evolving market for RNA interference (RNAi) therapies and the competitive landscape in oncology; (ix) the possibility that Silexion may not achieve anticipated milestones within expected timelines, including initiation of Phase 2/3 clinical trials for SIL-204; (x) risks associated with reliance on third-party manufacturers and collaborators for development and commercialization efforts; and (xi) other risks and uncertainties as detailed in the documents filed or to be filed with the SEC by Silexion, including the definitive proxy statement on Schedule 14A filed on October 22, 2024, the current report on Form 8-K filed on August 21, 2024, and the Form S-1 registration statement filed on October 31, 2024. Silexion cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Silexion undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.

Contacts

Silexion Therapeutics Corp
Ms. Mirit Horenshtein Hadar, CFO
mirit@silexion.com

ARX | Capital Markets Advisors
North American Equities Desk
silexion@arxadvisory.com

v3.24.3
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Dec. 10, 2024
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