450,000 SLXN shares issued to Moringa Sponsor, LP in note conversion
Rhea-AI Filing Summary
Silexion Therapeutics Corp insider entities led by Ilan Levin and Moringa Sponsor, LP reported several share and warrant changes. On August 7, 2025, Moringa Sponsor, LP made a pro rata distribution of 5,550 ordinary shares and 935 warrants to its limited partners for no consideration, leaving 6,970 ordinary shares and 372 warrants indirectly held through that entity. On September 15, 2025, Moringa Sponsor, LP received 450,000 ordinary shares upon conversion of $1,800,000 of principal under a convertible promissory note at $4.00 per share, an issuance approved by the board.
The reporting persons state they dispute the validity of this 450,000-share issuance and do not concede beneficial ownership of those shares. The filing also notes 1-for-9 and 1-for-15 reverse share splits that reduced reported share and warrant counts, and includes 1,482 ordinary shares held via Greenstar, L.P. for informational purposes.
Positive
- None.
Negative
- None.
Insights
Large insider-related share issuance via note conversion with disputed validity.
The filing shows Moringa Sponsor, LP, a 10% owner of Silexion Therapeutics Corp, converting $1,800,000 of a convertible promissory note into 450,000 ordinary shares at $4.00 per share on September 15, 2025, with board approval. This materially increases the number of shares attributed to Moringa Sponsor, LP, alongside earlier pro rata distributions of 5,550 ordinary shares and 935 warrants on August 7, 2025 for no consideration.
Ilan Levin controls Moringa Partners Ltd., the general partner of both Moringa Sponsor, LP and Greenstar, L.P., giving him sole voting and investment authority over these securities while he disclaims beneficial ownership beyond his indirect pecuniary interest. The reporting persons expressly state they dispute the validity of the 450,000-share issuance and do not concede beneficial ownership of those shares, so the practical impact depends on how that dispute is resolved. Reverse splits of 1-for-9 and 1-for-15 have already reduced the reported counts of ordinary shares and warrants.
Subsequent company disclosures may clarify the treatment of the disputed 450,000 shares and any further changes in holdings by Moringa Sponsor, LP or Greenstar, L.P. as Ilan Levin remains both a director and a 10% owner for reporting purposes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Ordinary Shares | 450,000 | $4.00 | $1.80M |
| Other | Warrant (right to buy) | 935 | $0.00 | -- |
| Other | Ordinary Shares | 5,550 | $0.00 | -- |
| holding | Ordinary Shares | -- | -- | -- |
Footnotes (1)
- The transaction reported in this row was the pro rata distribution, for no consideration, by Moringa Sponsor, LP. to certain of its limited partners, of ordinary shares or warrants (as applicable) of the Issuer in proportion to those limited partners' respective pro rata interests in the equity of Moringa Sponsor, LP. The numbers of ordinary shares reported in this Form 4 reflect a 1-for-9 reverse share split effected by the Issuer on November 29, 2024 and a 1-for-15 reverse share split effected by the Issuer on July 29, 2025. Ilan Levin is the sole equity owner and serves as the sole director of Moringa Partners Ltd., a company that is the sole general partner of Moringa Sponsor, LP. (which holds the subject ordinary shares or warrants, as applicable). As a result of that relationship, Mr. Levin possesses sole voting and investment authority with respect to the subject ordinary shares or warrants. The limited partnership interests of Moringa Sponsor, LP, are held by various individuals and entities. Ilan Levin disclaims beneficial ownership of the subject ordinary shares or warrants (as applicable) except to the extent of his indirect pecuniary interest therein. The transaction reported in this row was the issuance of 450,000 ordinary shares to Moringa Sponsor, LP. upon conversion of $1,800,000 of the outstanding principal amount under the convertible promissory note, dated August 15, 2024, issued by the Issuer to Moringa Sponsor, LP., which is convertible based on the market price of the ordinary shares or the price at which the Issuer sells ordinary shares in an equity financing from time to time. The conversion price was $4.00 per share and the related issuance was approved by the Issuer's board of directors. The Reporting Persons expressly dispute the validity of the subject issuance and do not concede beneficial ownership of those 450,000 shares. There were no transactions effected in respect of the securities reported in this row, and the holdings in this row are being included for informational purposes only. Moringa Partners Ltd. serves as the sole general partner of Greenstar, L.P. As a result of Ilan Levin being the sole equity owner and serving as the sole director of Moringa Partners Ltd. (as described in footnote (3) above), Mr. Levin possesses sole voting and investment authority with respect to the subject ordinary shares. The limited partnership interests of Greenstar, L.P. may be held from time to time by various individuals and entities. Mr. Levin disclaims beneficial ownership of the subject ordinary shares except to the extent of his indirect pecuniary interest therein. The number of warrants to purchase ordinary shares, and underlying ordinary shares, reported in this row have been adjusted downwards, and the exercise price of those warrants has been adjusted proportionately upwards, to reflect the 1-for-9 reverse share split effected by the Issuer on November 29, 2024 and the 1-for-15 reverse share split effected by the Issuer on July 29, 2025.
