[SCHEDULE 13D/A] Silexion Therapeutics Corp SEC Filing

Rhea-AI Filing Summary

Silexion Therapeutics Corp Schedule 13D/A reports that Moringa-related parties disclosed ownership totaling approximately 14.6% of the company's ordinary shares. The filing states Silexion issued 450,000 ordinary shares to Moringa Sponsor, LP on September 15, 2025, in conversion of $1.8 million of an outstanding promissory note, but the Reporting Persons expressly dispute the validity of that issuance and do not concede beneficial ownership of those shares. The cover-page totals combine 6,970 issued ordinary shares, 372 ordinary shares underlying warrants and the 450,000 shares the Reporting Persons contest. The Reporting Persons also reported a pro rata distribution on August 7, 2025 of certain shares and warrants to limited partners.

Positive

• Disclosure of reported ownership by Moringa Sponsor, LP, Moringa Partners Ltd and Ilan Levin provides transparency on holdings
• Filing incorporates material agreements (promissory note, registration/lock-up) by reference, aiding investor review

Negative

• Contested issuance of 450,000 shares upon conversion of $1.8 million under the promissory note is disputed by the reporting persons
• Uncertainty over beneficial ownership of the contested shares creates ambiguity in actual voting power and percentage ownership

Insights

Securities Analyst

TL;DR: Reporting persons disclose ~14.6% stake while disputing 450,000-share issuance tied to a $1.8M note conversion.

The amendment provides clarity on current reported ownership by Moringa Sponsor, LP, Moringa Partners Ltd and Ilan Levin following reverse splits and recent transfers. The contested 450,000-share issuance was reported by the issuer as conversion of $1.8 million under an Amended and Restated Promissory Note; the reporting parties explicitly dispute that conversion and therefore disclaim conceding beneficial ownership of those shares. The filing also documents a distribution of shares and warrants to limited partners on August 7, 2025 and references pro forma outstanding shares of 3,126,642 used to calculate the ~14.6% figure. For investors, the key issue is the unresolved dispute over issuance validity which affects actual ownership and potential voting power.

Corporate Governance Expert

TL;DR: Amendment discloses a contested equity issuance and clarifies reporting relationships and share counts after reverse splits.

The document emphasizes procedural transparency: joint filing agreement, registration rights/lock-up agreement and the promissory note are incorporated by reference. It details chain of control—Moringa Partners Ltd as general partner and Ilan Levin's shared authority—helping stakeholders understand who holds voting and dispositive power. The explicit dispute over the 450,000 shares is material to governance because it changes the effective share register and could affect quorum or control calculations until resolved. The amendment is precautionary, filed to reflect the issuer's reported conversion while reserving legal rights.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Silexion Therapeutics Corp

(Name of Issuer)

Ordinary Shares, par value $0.0135 per share

(Title of Class of Securities)

G1281K130

(CUSIP Number)

Ross David Carmel, Esq.
1185 Avenue of the Americas, 31st floor,
New York, NY, 10036
646-838-1310

Sichenzia Ross Ference Carmel
1185 Avenue of the Americas, 31st floor,
New York, NY, 10036
646-838-1310

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2025

(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).

SCHEDULE 13D

CUSIP No. G1281K130

1

Name of reporting person

Moringa Sponsor, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 457,342.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 457,342.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

457,342.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.63 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The number reported in rows 7, 9, and 11 consists of (i) 6,970 ordinary shares, (ii) 372 ordinary shares underlying warrants, and (iii) 450,000 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. The Reporting Person expressly disputes the validity of the issuance of the 450,000 ordinary shares 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, and a 1-for-15 reverse share split of the Issuer's issued and outstanding ordinary shares on July 28, 2025. The percentage reported in row 13 has been calculated based on 3,126,642 ordinary shares of the Issuer outstanding, as reported in Exhibit 99.1, Pro forma unaudited balance sheet of Silexion Therapeutics Corp as of July 31, 2025, included in the Current Report on Form 8-K filed by the Issuer with the SEC on September 15, 2025, as adjusted to include the 372 ordinary shares underlying the warrants held by the Reporting Person as outstanding, in accordance with the SEC's beneficial ownership rules.

SCHEDULE 13D

CUSIP No. G1281K130

1

Name of reporting person

Moringa Partners Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 458,824.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 458,824.00

11

Aggregate amount beneficially owned by each reporting person

458,824.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.67 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The number reported in rows 8, 10, and 11 consists of (A) (i) 6,970 ordinary shares, (ii) 372 ordinary shares underlying warrants, and (iii) 450,000 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, and (B) 1,482 ordinary shares held by Greenstar, L.P. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 450,000 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, and a 1-for-15 reverse share split of the Issuer's issued and outstanding ordinary shares on July 28, 2025. 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 3,126,642 ordinary shares of the Issuer outstanding, as reported in Exhibit 99.1, Pro forma unaudited balance sheet of Silexion Therapeutics Corp as of July 31, 2025, included in the Current Report on Form 8-K filed by the Issuer with the SEC on September 15, 2025, as adjusted to include the 372 ordinary shares underlying the warrants held by Moringa Sponsor, LP as outstanding, in accordance with the SEC's beneficial ownership rules.

SCHEDULE 13D

CUSIP No. G1281K130

1

Name of reporting person

Ilan Levin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 458,824.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 458,824.00

11

Aggregate amount beneficially owned by each reporting person

458,824.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.67 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number reported in rows 8, 10, and 11 consists of (A) (i) 6,970 ordinary shares, (ii) 372 ordinary shares underlying warrants, and (iii) 450,000 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, and (B) 1,482 ordinary shares held by Greenstar, L.P. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 450,000 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, and a 1-for-15 reverse share split of the Issuer's issued and outstanding ordinary shares on July 28, 2025. 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 3,126,642 ordinary shares of the Issuer outstanding, as reported in Exhibit 99.1, Pro forma unaudited balance sheet of Silexion Therapeutics Corp as of July 31, 2025, included in the Current Report on Form 8-K filed by the Issuer with the SEC on September 15, 2025, as adjusted to include the 372 ordinary shares underlying the warrants held by Moringa Sponsor, LP as outstanding, in accordance with the SEC's beneficial ownership rules.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0135 per share
(b)	Name of Issuer: Silexion Therapeutics Corp
(c)	Address of Issuer's Principal Executive Offices: 12 Abba Hillel Road, Ramat Gan, ISRAEL , 5250606.
Item 1 Comment: Except as set forth in this Amendment No. 1 (this "Amendment"), the initial Schedule 13D (the "Original 13D") that was filed on August 22, 2024, remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Amendment is qualified in its entirety by the provisions of such Exhibits. The Reporting Persons are filing this Amendment out of an abundance of caution to report the 450,000 ordinary shares that Silexion Therapeutics Corp (the "Issuer") reported as issued to Moringa Sponsor, LP 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. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 450,000 ordinary shares reported herein and does not concede beneficial ownership of such shares.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 15, 2025, Silexion Therapeutics Corp, a Cayman Islands exempted company ("Silexion" or the "Issuer") issued 450,000 ordinary shares, par value $0.0135 per share, of Silexion, to Moringa Sponsor, LP (the "Sponsor") upon conversion by Silexion of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, in an original principal amount of $3.4 million, issued by Silexion to the Sponsor. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 450,000 ordinary shares reported herein and does not concede beneficial ownership of such shares.
Item 4.	Purpose of Transaction
	The information contained in Item 3 is incorporated by reference in its entirety into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities and except to the extent of such Reporting Person's pecuniary interest therein. The Reporting Persons are filing this Amendment out of an abundance of caution. The Reporting Persons expressly dispute the validity of the issuance of the 450,000 ordinary shares reported herein and does not concede beneficial ownership of such shares.
(b)	See Item 5(a).
(c)	On August 7, 2025, Moringa Sponsor, LP transferred (i) 5,550 ordinary shares and (ii) 126,250 warrants to purchase ordinary shares (each prior to the 1-for-9 and 1-for-15 reverse share splits effected by the Company) (collectively, the "Shares and Warrants"), to certain limited partners of Moringa Sponsor, LP (the "Transferees"). The Shares and Warrants were distributed to the Transferees in proportion to their respective pro rata interests in the equity of Moringa Sponsor, LP. No consideration was paid or otherwise provided by the Transferees to Moringa Sponsor, LP in connection with the transfers. Other than as described elsewhere in this Amendment, none of the Reporting Persons has effected any transactions in securities of the Issuer in the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 3 is incorporated by reference in its entirety into this Item 6. The Amended and Restated Promissory Note, dated August 15, 2024 and filed as an exhibit to the Original 13D, is expressly incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 -- Joint Filing Agreement pursuant to Rule 13d-1(k)(1) (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Moringa Sponsor, LP with the SEC on August 22, 2024). Exhibit 2 -- Amended and Restated Registration Rights and Lock-Up Agreement, dated August 14, 2024 and effective as of the Closing Date, by and among Silexion Therapeutics Corp (formerly known as Biomotion Sciences), Moringa Acquisition Corp, Moringa Sponsor, L.P., the distributees of Sponsor Investment Shares that were issuable to Moringa Sponsor, L.P., EarlyBirdCapital, Inc., certain of Silexion Therapeutics Ltd.'s pre-Business Combination shareholders and Greenstar, L.P. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 21, 2024). Exhibit 3 -- Amended and Restated Promissory Note, dated August 15, 2024, issued by Silexion Therapeutics Corp (formerly known as Biomotion Sciences) to Moringa Sponsor, L.P (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 21, 2024).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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:	09/23/2025

Moringa Partners Ltd

Signature:	/s/ Ilan Levin
Name/Title:	Ilan Levin / Director
Date:	09/23/2025

Ilan Levin

Signature:	/s/ Ilan Levin
Name/Title:	Ilan Levin
Date:	09/23/2025

FAQ

What stake do Moringa-related parties report in Silexion (SLXNW)?

The Reporting Persons report beneficial ownership totaling approximately 14.6% of Silexion's ordinary shares based on 3,126,642 shares outstanding.

Why does the Schedule 13D/A mention 450,000 shares and $1.8 million?

The issuer reported issuing 450,000 ordinary shares to Moringa Sponsor, LP on September 15, 2025 upon conversion of an aggregate of $1.8 million of the Amended and Restated Promissory Note; the Reporting Persons expressly dispute that issuance.

Did any transfers occur among Moringa entities recently?

Yes. On August 7, 2025, Moringa Sponsor, LP transferred 5,550 ordinary shares and 126,250 warrants (pre-reverse-splits) to certain limited partners pro rata.

How were the reported share counts adjusted for corporate actions?

The reported share figures reflect a 1-for-9 reverse split on November 27, 2024 and a 1-for-15 reverse split on July 28, 2025 as described in the filing.

Which agreements are incorporated by reference in this amendment?

The amendment incorporates by reference the Joint Filing Agreement, the Amended and Restated Registration Rights and Lock-Up Agreement and the Amended and Restated Promissory Note.