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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary

Orca Capital AG reported beneficial ownership of 109,432 ordinary shares of Silexion Therapeutics Corp, representing 4.9% of the outstanding class based on 2,123,892 shares outstanding after the issuer's registered offering. The filing clarifies that the reporting person also holds warrants for 153,068 ordinary shares but cannot exercise them to the extent doing so would increase beneficial ownership above 4.99% (the "4.99% Blocker"). Orca states the securities were not acquired to change or influence control of the issuer and reports sole voting and dispositive power over the reported shares.

Positive
  • Full disclosure of stake: Reports 109,432 shares, equal to 4.9% of the class, providing transparency to the market
  • Clear statement of passive intent: Certification that shares were not acquired to influence control
  • Warrant exercise limiter: The 4.99% Blocker prevents inadvertent crossing of the 5% threshold, reducing governance uncertainty
Negative
  • Concentrated near 5% threshold: Ownership at 4.9% is close to the 5% reporting threshold, which may complicate future increases in position
  • Warrants excluded from percentage: 153,068 warrants exist but are not exercisable above the blocker, limiting flexibility to increase ownership

Insights

TL;DR: A passive 4.9% stake with a strict exercise blocker limits potential control or influence.

Orca Capital AG discloses a sub-5% passive stake, which under SEC rules typically signals non-controlling intent. The separate warrant position of 153,068 shares is contractually constrained by the 4.99% blocker, preventing conversion that would push ownership above the regulatory threshold. For investors, this is a straightforward disclosure of a meaningful minority position without apparent intent to exert control; it also limits immediate upside from warrant exercise due to the blocker.

TL;DR: Filing shows compliance and clarity on voting/dispositive authority and the legal exercise limit on warrants.

The Schedule 13G/A cleanly separates sole voting and dispositive powers (both 109,432) and indicates no shared powers or group affiliations. The certification asserts passive ownership and no action to change control. The explicit 4.99% exercise restriction reduces regulatory and governance risk that might arise from sudden stake increases, but it also means potential dilution or change in influence is contractually limited.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 2,123,892 Ordinary Shares outstanding immediately after giving effect to the completion of the Issuer's registered offering and excludes 153,068 Ordinary Shares issuable upon the exercise of warrants held by the Reporting Person, subject to the 4.99% blocker (defined below). Pursuant to the terms of the warrants, as described in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on September 12, 2025, the Reporting Person cannot exercise any of the warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the Issuer's outstanding Ordinary Shares (the "4.99% Blocker").


SCHEDULE 13G



Orca Capital AG
Signature:/s/ Thomas Konig
Name/Title:Thomas Konig/Director
Date:09/15/2025

FAQ

How many Silexion Therapeutics (SLXNW) shares does Orca Capital AG own?

Orca Capital AG beneficially owns 109,432 ordinary shares, representing 4.9% of the class.

Does Orca Capital have voting control over its reported SLXNW shares?

Yes. The filing reports sole voting power and sole dispositive power over the 109,432 shares.

Are there warrants associated with Orca's position in Silexion?

Yes. Orca holds warrants for 153,068 ordinary shares, but a contractual 4.99% blocker prevents exercising them if it would raise beneficial ownership above 4.99%.

Is Orca Capital acting to change or influence control of Silexion?

No. The filing includes a certification stating the securities were not acquired to change or influence control of the issuer.

Is Orca part of a group reporting combined ownership?

No. The filing indicates Orca Capital AG is not reporting as part of a group and reports no shared voting or dispositive power.
Silexion Therapeutics Corp

NASDAQ:SLXNW

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Biological Products, (no Disgnostic Substances)
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