Silexion Therapeutics Corp

This management proposal requests shareholder approval to amend the company’s Memorandum of Association to increase authorized share capital by 175,000,000 ordinary shares, expanding authorized shares from 15.9 million to 190.9 million. Management presents the increase as necessary primarily to preserve Nasdaq listing compliance under the Equity Standard (minimum $2.5 million shareholders’ equity) by enabling future equity and equity-linked financings, and secondarily to provide ordinary operational and business-development flexibility as the company advances its Phase 2/3 clinical program for SIL204. The proxy identifies specific drains on authorized capital (outstanding warrants, ATM program, conversion of a sponsor promissory note, equity incentive plans) and estimates the proposed increase as the minimum needed to sustain near-to-mid-term financing needs. The Board emphasizes that the amendment itself does not issue shares and will be managed with a stated intent to minimize dilution, but warns that subsequent issuances from the expanded authorization could materially dilute existing holders and depress share price. The proposal is framed as preventative: without additional authorized shares the company could be constrained in completing financings needed to meet Nasdaq equity requirements and to support clinical development. The Board has approved the amendment and unanimously recommends a vote FOR, citing the strategic importance of maintaining the Nasdaq listing and transactional flexibility. The proxy discloses related risks (possible dilution, downward price pressure, and theoretical anti-takeover use) and provides an illustrative account of current authorized/issued/reserved shares to contextualize the need. Shareholders are asked to adopt an ordinary resolution (majority of votes cast) to enact the amendment, and the text of the resolution is provided in the proxy.

This management proposal asks shareholders to authorize the Board to implement a reverse share split within a flexible range (1-for-7 to 1-for-15), with the Board selecting the exact ratio before the meeting. The Board frames the split as a preventative and remedial measure to address the Nasdaq minimum bid-price rule (Rule 5550(a)(2)), citing prior deficiencies and multiple past reverse splits and emphasizing the potential for immediate delisting if the $1.00 threshold is not maintained. Management explains that a reverse split should proportionally increase the per-share price without changing economic ownership (aside from fractional-share rounding), and that the Board will only effect the split if it concludes implementation will likely improve trading price and preserve listing. The proposal is coupled with the prior Authorized Share Capital Increase Proposal (the increase is to be implemented prior to a split) so that authorized shares are available for financings; the proxy explains how the authorized and issued share counts and par value would change under illustrative ratios. The proxy discloses implementation mechanics (rounding fractional shares up or down to whole shares, no cash in lieu), accounting and U.S. federal tax consequences (intended to qualify as a recapitalization), and risks including potential reduced liquidity, odd-lot impacts, and increased post-split volatility. The Board retains discretion not to implement the split even if approved, and recommends a vote FOR the proposal to preserve Nasdaq listing and fundraising flexibility. The resolution language presented includes specific 1-for-7 and 1-for-15 scenarios and contemplates proportional adjustments to authorized shares and par value.