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Moringa updates Silexion (SLXN) 10.6% ownership and disputed shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Silexion Therapeutics Corp’s major holder has updated its ownership report. Moringa Sponsor, Moringa Partners Ltd and Ilan Levin together report beneficial ownership of 199,053 ordinary shares, representing 10.6% of Silexion’s ordinary shares, based on 1,877,696 shares outstanding as disclosed in a Form S‑3.

The filing details share issuances of 45,000, 92,500 and 60,819 ordinary shares that Silexion reported as issued to Moringa Sponsor upon conversion of an Amended and Restated Promissory Note originally totaling $3.4 million, including conversions of $1.8 million and two tranches of $0.4 million each. The reporting persons state they dispute the validity of these particular share issuances and do not concede beneficial ownership of those shares, and they characterize this amendment as being filed out of an abundance of caution.

Positive

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Beneficially owned shares 199,053 shares Aggregate amount beneficially owned by each reporting person
Ownership percentage 10.6% Percent of Silexion ordinary share class represented by reported holdings
Shares outstanding 1,877,696 shares Silexion ordinary shares outstanding as reported in Form S-3
First conversion tranche 45,000 shares / $1.8 million Shares issued on September 15, 2025 upon conversion of Amended and Restated Promissory Note
Second conversion tranche 92,500 shares / $0.4 million Shares issued on May 14, 2026 upon note conversion
Third conversion tranche 60,819 shares / $0.4 million Shares issued on June 14, 2026 upon note conversion
Note principal amount $3.4 million Original principal of Amended and Restated Promissory Note dated August 15, 2024
Reverse share splits 1-for-9, 1-for-15, 1-for-10 Reverse share splits on Nov 27, 2024; Jul 28, 2025; May 28, 2026
beneficial ownership financial
"Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Amended and Restated Promissory Note financial
"upon conversion by Silexion of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note..."
reverse share split financial
"The figures... reflect a 1-for-9 reverse share split... a 1-for-15 reverse share split... and a 1-for-10 reverse share split..."
A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.
Registration Rights and Lock-Up Agreement financial
"Amended and Restated Registration Rights and Lock-Up Agreement, dated August 14, 2024 and effective as of the Closing Date..."
Schedule 13D regulatory
"the initial (the "Original 13D") that was filed on August 22, 2024, remains in effect..."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Joint Filing Agreement regulatory
"Exhibit 1 -- Joint Filing Agreement pursuant to Rule 13d-1(k)(1)..."
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FAQ

What does this Schedule 13D/A amendment report for Silexion Therapeutics (SLXN)?

The amendment reports that Moringa Sponsor, Moringa Partners Ltd and Ilan Levin collectively report beneficial ownership of 199,053 Silexion ordinary shares. This represents 10.6% of the company’s ordinary shares, based on 1,877,696 shares outstanding referenced from a recent Form S‑3 filing.

How many Silexion shares do the reporting persons say they beneficially own?

They report beneficial ownership of 199,053 ordinary shares of Silexion Therapeutics. This total includes existing shares, warrant shares and shares Silexion reported issuing upon conversion of an Amended and Restated Promissory Note, although certain of those conversion shares are specifically disputed by Moringa Sponsor.

What percentage of Silexion Therapeutics’ ordinary shares is reported as owned?

The filing states the reporting persons’ holdings represent 10.6% of Silexion’s ordinary shares. That percentage is calculated using 1,877,696 ordinary shares outstanding, as reported in Silexion’s Registration Statement on Form S‑3, adjusted to include 37 warrant shares under SEC beneficial ownership rules.

Which Silexion share issuances tied to the promissory note are described in this amendment?

The amendment describes three issuances: 45,000 shares on September 15, 2025, 92,500 shares on May 14, 2026, and 60,819 shares on June 14, 2026. Each issuance followed Silexion’s conversion of portions of a $3.4 million Amended and Restated Promissory Note held by Moringa Sponsor.

Why do the reporting persons dispute certain Silexion share issuances?

The amendment states that Moringa Sponsor expressly disputes the validity of the 45,000, 92,500 and 60,819 ordinary shares Silexion reported issuing upon note conversions. The reporting persons say they do not concede beneficial ownership of these particular shares and are filing the amendment out of an abundance of caution.

How have Silexion’s reverse share splits affected the reported holdings?

The filing explains that reported share figures reflect three reverse share splits: 1‑for‑9 on November 27, 2024, 1‑for‑15 on July 28, 2025 and 1‑for‑10 on May 28, 2026. These corporate actions consolidated Silexion’s outstanding ordinary shares and affected the post‑split share counts reported.





G1281K130

(CUSIP Number)
Ross David Carmel, Esq.
1185 Avenue of the Americas, 26th floor
New York, NY, 10036
646-838-1310


Sichenzia Ross Ference Carmel
1185 Avenue of the Americas, 26th floor
New York, NY, 10036
646-838-1310

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/14/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The number reported in rows 7, 9, and 11 consists of (i) 697 ordinary shares, (ii) 37 ordinary shares underlying warrants, (iii) 45,000 ordinary shares that Silexion Therapeutics Corp (the "Issuer") reported as issued on September 15, 2025, upon conversion by the Issuer of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, (iv) 92,500 ordinary shares that the Issuer reported as issued on May 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, and (v) 60,819 ordinary shares that the Issuer reported as issued on June 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024. The Reporting Person expressly disputes the validity of the issuance of the 45,000 ordinary shares, 92,500 ordinary shares, and 60,819 ordinary share reported herein and does not concede beneficial ownership of such shares. The figures in (i) and (ii) reflect a 1-for-9 reverse share split of the Issuer's issued and outstanding ordinary shares on November 27, 2024, a 1-for-15 reverse share split of the Issuer's issued and outstanding ordinary shares on July 28, 2025 and a 1-for-10 reverse share split of the Issuer's issued and outstanding ordinary shares on May 28, 2026. The percentage reported in row 13 has been calculated based on 1,877,696 ordinary shares of the Issuer outstanding, as reported in the Issuer's Registration Statement on Form S-3 filed by the Issuer with the SEC on June 12, 2026, as adjusted to include the 37 ordinary shares underlying the warrants held by the Reporting Person as outstanding, in accordance with the SEC's beneficial ownership rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number reported in rows 8, 10, and 11 consists of (A) (i) 697 ordinary shares, (ii) 37 ordinary shares underlying warrants, (iii) 45,000 ordinary shares that Silexion Therapeutics Corp (the "Issuer") reported as issued on September 15, 2025, upon conversion by the Issuer of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, all of which are held by Moringa Sponsor, LP, (iv) 92,500 ordinary shares that the Issuer reported as issued on May 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, and (v) 60,819 ordinary shares that the Issuer reported as issued on June 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024 all of which are held by Moringa Sponsor, LP., and (B) 1,482 ordinary shares held by Greenstar, L.P. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 45,000 ordinary shares, 92,500 ordinary shares and 60,819 ordinary shares reported herein and does not concede beneficial ownership of such shares. The figures in (A)(i), (A)(ii) and (B) reflect a 1-for-9 reverse share split of the Issuer's issued and outstanding ordinary shares on November 27, 2024, a 1-for-15 reverse share split of the Issuer's issued and outstanding ordinary shares on July 28, 2025 and a 1-for-10 reverse share split of the Issuer's issued and outstanding ordinary shares on May 28, 2026. The Reporting Person serves as the sole general partner of each of Moringa Sponsor, LP and Greenstar, L.P. The percentage reported in row 13 has been calculated based on 1,877,696 ordinary shares of the Issuer outstanding, as reported in the Issuer's Registration Statement on Form S-3 filed by the Issuer with the SEC on June 12, 2026, as adjusted to include the 37 ordinary shares underlying the warrants held by Moringa Sponsor, LP as outstanding, in accordance with the SEC's beneficial ownership rules.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number reported in rows 8, 10, and 11 consists of (A) (i) 697 ordinary shares, (ii) 37 ordinary shares underlying warrants, (iii) 45,000 ordinary shares that Silexion Therapeutics Corp (the "Issuer") reported as issued on September 15, 2025, upon conversion by the Issuer of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, all of which are held by Moringa Sponsor, LP, (iv) 92,500 ordinary shares that the Issuer reported as issued on May 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, and (v) 60,819 ordinary shares that the Issuer reported as issued on June 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024 all of which are held by Moringa Sponsor, LP. and (B) 1,482 ordinary shares held by Greenstar, L.P. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 45,000 ordinary shares, 92,500 ordinary shares and 60,819 ordinary shares reported herein and does not concede beneficial ownership of such shares. The figures in (A)(i), (A)(ii) and (B) reflect a 1-for-9 reverse share split of the Issuer's issued and outstanding ordinary shares on November 27, 2024, a 1-for-15 reverse share split of the Issuer's issued and outstanding ordinary shares on July 28, 2025 and a 1-for-10 reverse share split of the Issuer's issued and outstanding ordinary shares on May 28, 2026. The Reporting Person owns all of the equity interests, and serve as the sole director, of Moringa Partners Ltd., the sole general partner of each of Moringa Sponsor, LP and Greenstar, L.P., which hold the ordinary shares reported herein, and therefore possesses shared voting and investment authority with respect to those shares. The percentage reported in row 13 has been calculated based on 1,877,696 ordinary shares of the Issuer outstanding, as reported in the Issuer's Registration Statement on Form S-3 filed by the Issuer with the SEC on June 12, 2026, as adjusted to include the 37 ordinary shares underlying the warrants held by Moringa Sponsor, LP as outstanding, in accordance with the SEC's beneficial ownership rules.


SCHEDULE 13D


Moringa Sponsor, LP
Signature:/s/ Ilan Levin
Name/Title:Ilan Levin / Director of Moringa Partners Ltd., the sole General Partner of Moringa Sponsor, LP
Date:06/23/2026
Moringa Partners Ltd
Signature:/s/ Ilan Levin
Name/Title:Ilan Levin / Director
Date:06/23/2026
Ilan Levin
Signature:/s/ Ilan Levin
Name/Title:Ilan Levin
Date:06/23/2026