S-8 1 zk2532874.htm S-8

As filed with the Securities and Exchange Commission on March 18, 2025

Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Silexion Therapeutics Corp
(Exact name of registrant as specified in its charter)
 
 
Cayman Islands
Not applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
12 Abba Hillel Road
Ramat Gan, Israel
5250606
(Address of Principal Executive Offices)
(Zip Code)
 
 
Silexion Therapeutics Ltd. (formerly Silenseed Ltd.) 2013 Share Option Plan
Silexion Therapeutics Corp 2024 Equity Incentive Plan
(Full title of the plan)
 
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Telephone: (302) 738-6680
(Name, address, telephone number,
including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer ☐
Accelerated filer ☐
 
Non-accelerated filer ☒
Smaller reporting company ☒
 
 
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 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE
 
This Registration Statement on Form S-8 (this “Registration Statement”) registers the offer, issuance and sale of a total of up to 180,224 ordinary shares, par value $0.0009 per share (“ordinary shares”), of Silexion Therapeutics Corp, a Cayman Islands exempted company (“Silexion,” the “Company,” the “Registrant,” “our company,” “we” or “us”), in the aggregate, that are issuable to Silexion’s and/or its subsidiaries’ officers, employees, directors and consultants  under the Silexion Therapeutics Ltd. (formerly Silenseed Ltd.) 2013 Share Option Plan (the “2013 Plan”) and the Silexion Therapeutics Corp 2024 Equity Incentive Plan  (the “2024 Plan”).

Out of the foregoing 180,224 ordinary shares covered by this Registration Statement, (a) a total of 23,815 ordinary shares are issuable pursuant to outstanding option grants under the 2013 Plan, and (b) up to 156,409 ordinary shares are available for issuance pursuant to potential future grants under the 2024 Plan.

PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”) and the introductory note to Part I of Form S-8. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The following documents filed by Silexion with the Commission are incorporated herein by reference:

(a)
Silexion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 18, 2025 (the “2024 Form 10-K”).
   
(b)
Silexion’s Current Reports on Form 8-K filed with the Commission on the following dates:
 
(i)          January 14, 2025;
(ii)         January 15, 2025 (only the second Form 8-K filed on that date, and only Item 1.01 therein and Exhibit 10.1 thereto);
(iii)        January 17, 2025;
(iv)        January 30, 2025; and
(v)         March 14, 2025.
   
(c)
The description of Silexion’s ordinary shares contained in Silexion’s registration statement on Form 8-A, filed by Silexion with the Commission on August 15, 2024, as updated by Exhibit 4.4 to the 2024 Form 10-K, and any amendment or report filed for the purpose of further updating that description.

In addition, all documents subsequently filed by Silexion with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Silexion is not incorporating by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed to be “filed” with the Commission.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document which also is or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4. Description of Securities.
 
Not applicable.
 
Item 5. Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6. Indemnification of Directors and Officers.
 
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Silexion’s amended and restated memorandum and articles of association provide for indemnification of its officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. Silexion has purchased a policy of directors’ and officers’ liability insurance that insures its officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures it against its obligations to indemnify its officers and directors.
 
We believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.
 
Silexion has entered into indemnity agreements with each of its officers and directors. These agreements require Silexion to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Silexion will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
Item 7. Exemption from Registration Claimed.
 
Not applicable.
 
Item 8. Exhibits.
 
Exhibit Number
 
Description

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
Item 9. Undertakings
 
 
(a)
The undersigned Registrant hereby undertakes:
 
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and
 
 
(iii)
To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ramat Gan , Israel, on March 18, 2025.

SILEXION THERAPEUTICS CORP
 
 
By:
 /s/ Ilan Hadar
 
Name: Ilan Hadar
 
Title: Chairman and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Ilan Hadar and Mirit Horenshtein Hadar, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Ilan Hadar
 
Chairman and Chief Executive Officer
 
March 18, 2025
Ilan Hadar
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Mirit Horenshtein Hadar
 
Chief Financial Officer and Secretary
 
March 18, 2025
Mirit Horenshtein Hadar
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
/s/ Dror J. Abramov
 
Director
 
March 18, 2025
Dror J. Abramov
 
 
 
 
 
 
 
 
 
/s/ Ruth Alon
 
Director
 
March 18, 2025
Ruth Alon
 
 
 
 
 
 
 
 
 
/s/ Ilan Levin
 
Director
 
March 18, 2025
Ilan Levin
 
 
 
 
 
 
 
 
 
/s/ Avner Lushi
 
Director
 
March 18, 2025
Avner Lushi
 
 
 
 
 
 
 
 
 
/s/ Shlomo Noy
 
Director
 
March 18, 2025
Shlomo Noy
 
 
 
 
         
/s/ Amnon Peled
 
Director
 
March 18, 2025
Amnon Peled
 
 
 
 

AUTHORIZED REPRESENTATIVE 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Silexion Therapeutics Corp, has signed this registration statement in Newark, Delaware, on March 18, 2025
 
PUGLISI & ASSOCIATES
 
By:
/s/ Donald J. Puglisi
Name:
Donald J. Puglisi
Title:
Authorized Representative