Silexion Therapeutics Corp.

11/29/2024 | Press release | Distributed by Public on 11/29/2024 05:03

Corporate Action Form 8 K

Item 3.03. Material Modification to Rights of Security Holders.
In connection with the 1-for-9 reverse share split of all of its issued and outstanding, and authorized but unissued, ordinary shares (the "Reverse Share Split") described in Item 5.03 below, on November 29, 2024, Silexion Therapeutics Corp (the "Company") issued a notice (the "Warrant Adjustment Notice") to holders of its warrants to purchase ordinary shares (the "Warrants"). In the Warrant Adjustment Notice, the Company notified Warrant holders that the Company has made the following adjustments to its outstanding Warrants, effective after the close of trading on November 27, 2024, as to be reflected in the Warrants upon the open of trading on November 29, 2024:

•
The number of ordinary shares issuable upon the exercise of each pre-Reverse Share Split Warrant to purchase one ordinary share will decrease proportionately to the Reverse Share Split ratio, resulting in each such Warrant being exercisable for 1/9th of an ordinary share following the Reverse Share Split; and

•
The exercise price of each post-Reverse Share Split Warrant to purchase one whole post-Reverse Share Split ordinary share will be proportionately increased nine-fold (relative to a pre-Reverse Share Split Warrant to purchase one pre-Reverse Share Split ordinary share), to $103.50 per post-Reverse Share Split ordinary share.
The Warrant Adjustment Notice was provided by the Company pursuant to the terms of the Warrant Agreement, dated February 19, 2021 (the "Warrant Agreement"), by and between Moringa Acquisition Corp, a Cayman Islands exempted company ("Moringa") and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agent"). Moringa's rights and obligations under the Warrant Agreement were assigned to, and assumed by, the Company pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of August 15, 2024, by and among Moringa, the Company and the Warrant Agent as part of the business combination transactions that were completed on August 15, 2024.
The Company will not issue fractional shares upon exercise of Warrants to purchase fractional shares following the Reverse Share Split, as any such fractional shares issuable under a Warrant will be rounded up (on the level of brokers that are DTC participants) to the nearest whole number of ordinary shares. Issuance of that rounded number of ordinary shares will be subject to payment of the full exercise price for that whole number of underlying ordinary shares.
The CUSIP number for the Warrants will remain G1281K 114 and the trading symbol for the Warrants will continue to be "SLXNW"even following the foregoing adjustments to the Warrants.
A copy of the Warrant Adjustment Notice is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.