Silexion Therapeutics Corp filed a Form S-3 registration statement with the SEC on October 28, 2026, seeking to register the resale of up to 8,813,531 ordinary shares by certain selling shareholders.

Key Highlights

  • Total shares registered: Up to 8,813,531 ordinary shares, par value $0.135 per share, for resale by selling shareholders.
  • Warrant shares: Up to 6,659,041 shares are issuable upon exercise of warrants, including 3,216,928 Series F warrants, 3,216,928 Series G warrants, and 225,185 placement agent warrants, all tied to a September 29, 2026 induced warrant exercise transaction at a reduced exercise price of $0.2603 per share.
  • Note conversion: 1,414,266 ordinary shares ("Note Shares") were issued to Moringa Sponsor, L.P. upon conversion of amounts owed under an amended and restated convertible promissory note dated August 15, 2024, with an original principal amount of $3,433,000.
  • Commercial shares: 740,224 ordinary shares were issued on October 28, 2026, to LifeSci Advisors, LLC as payment for services under a commercial agreement.
  • No company proceeds: According to the filing, Silexion will not receive any proceeds from the resale of these ordinary shares by the selling shareholders, though it may receive proceeds from any cash exercise of the new warrants or placement agent warrants.
  • Pending reverse split: The filing discloses a prospective 1-for-24 reverse share split that the company intends to effect following shareholder approval at an extraordinary general meeting held on October 26, 2026.

Silexion S-3 Covers Three Separate Shareholder Transactions From 2026

According to the filing, the shares being registered stem from three distinct transactions. The first was an induced warrant exercise transaction completed on September 29, 2026, in which holders of 3,216,928 existing warrants - originally issued in a public offering consummated on August 13, 2026 - agreed to exercise those warrants for cash at a reduced exercise price of $0.2603 per ordinary share. As an inducement, the company issued 6,433,856 new warrants, split equally between Series F warrants (expiring five years after a specified trigger date) and Series G warrants (expiring 24 months after that same trigger date), both carrying an exercise price of $0.2603 per share. The placement agent for the transaction, H.C. Wainwright and Co., LLC, and/or its designees, received 225,185 placement agent warrants at an exercise price of $0.3254 per share.

The second transaction involved the conversion of all remaining outstanding principal amounts owed to Moringa Sponsor, L.P. under the amended and restated convertible promissory note dated August 15, 2024, which carried an original principal amount of $3,433,000. That conversion produced 1,414,266 Note Shares. The third transaction was the issuance on October 28, 2026, of 740,224 Commercial Shares to LifeSci Advisors, LLC in a private placement as payment for services rendered under a commercial agreement with Silexion.

The filing notes that the registration statement is subject to completion and that shares may not be sold until the statement becomes effective. The company also disclosed that all share counts and per-share amounts will be adjusted if the prospective 1-for-24 reverse share split is effected after the registration statement's effective date, with a prospectus supplement to follow in accordance with Rule 416(b) under the Securities Act. Silexion is incorporated in the Cayman Islands and is classified in the filing as a non-accelerated filer, smaller reporting company, and emerging growth company.

What Was Disclosed

Silexion Therapeutics Corp filed an S-3 registration statement on October 28, 2026, to register up to 8,813,531 ordinary shares for resale by selling shareholders arising from a September 2026 warrant inducement, a convertible note conversion, and a commercial-services share issuance.