SCHEDULE: Moringa Sponsor Disputes Silexion Share Issuances

Moringa Sponsor, LP has filed an amendment to its Schedule 13D, disputing the validity of several ordinary share issuances by Silexion Therapeutics Corp and alleging breaches of a promissory note.

Summary

• Moringa Sponsor, LP, along with Moringa Partners Ltd. and Ilan Levin, have filed Amendment No. 4 to their Schedule 13D concerning Silexion Therapeutics Corp.
• The filing disputes the validity of several ordinary share issuances by Silexion, totaling 45,000 shares on September 15, 2025, 92,500 shares on May 14, 2026, and 60,819 shares on June 14, 2026, all allegedly upon conversion of an Amended and Restated Promissory Note.
• Further disputes are raised regarding shares issued on July 30, 2026 (12,891 shares), July 31, 2026 (11,195 shares), August 5, 2026 (14,840 shares), and August 12, 2026 (1,153,848 shares), also linked to the promissory note.
• Moringa Sponsor, LP filed a claim on June 22, 2026, against Silexion Therapeutics Corp and two senior officers, alleging deliberate breaches of the Amended and Restated Promissory Note dated August 15, 2024.
• The claim seeks a declaration that purported conversions under the note are void, an event of default, and repayment of the entire outstanding debt, or alternatively, correction of conversions and damages.
• The reporting persons collectively hold 1,391,790 shares (Moringa Sponsor, LP) and 1,391,827 shares (Moringa Partners Ltd. and Ilan Levin), representing 25% and 10.6% of the class, respectively, though beneficial ownership of disputed shares is not conceded.
• The total outstanding shares of the Issuer are reported as 1,877,696 as of June 12, 2026.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the ongoing dispute and legal claim regarding the validity of share issuances and alleged breaches of a promissory note, indicating significant discord between the reporting persons and the issuer.

Negatives

• Significant dispute exists regarding the validity of multiple share issuances by Silexion Therapeutics Corp to Moringa Sponsor, LP.
• Moringa Sponsor, LP has filed a legal claim against Silexion Therapeutics Corp and its officers alleging breaches of a promissory note.
• The claim seeks voiding of conversions, declaration of an event of default, and immediate repayment of the entire outstanding debt.
• The reporting persons do not concede beneficial ownership of the disputed shares, creating uncertainty around their holdings.
• The dispute centers on alleged failures to adhere to conditions for converting indebtedness under the promissory note, including incorrect share prices and lack of proper notice.

Risks

• The ongoing legal dispute could lead to significant financial liabilities for Silexion Therapeutics Corp if the claim is successful.
• The dispute may impact Silexion's ability to raise capital or conduct future transactions if its creditworthiness or operational integrity is questioned.
• The uncertainty surrounding the validity of share issuances could affect shareholder confidence and the company's stock price.
• Potential for further legal proceedings and increased costs associated with resolving the dispute.

Future Outlook

The filing does not contain forward-looking statements or guidance. The primary focus is on reporting past events and an ongoing dispute.

Management Comments

• Moringa Sponsor, LP expressly disputes the validity of the issuance of the 45,000 ordinary shares, 92,500 ordinary shares, 60,819 ordinary shares, 12,891 ordinary shares, 11,195 ordinary shares, 14,840 ordinary shares, and 1,153,848 ordinary shares reported herein and does not concede beneficial ownership of such shares.
• Moringa Sponsor, LP alleges deliberate and systematic breaches of the Amended and Restated Promissory Note, dated August 15, 2024.
• Moringa Sponsor, LP seeks, among other things, a declaration that the purported conversions under the Note are void, a determination that an Event of Default has occurred entitling it to immediate repayment of the entire outstanding debt, and, in the alternative, an order correcting the conversions and awarding damages.

Industry Context

StockSavvy.ai notes that disputes over debt conversion terms and share issuances are not uncommon in the biotechnology and pharmaceutical sectors, particularly for companies undergoing financing rounds or facing financial challenges. Such disputes can significantly impact a company's financial stability and investor relations.

Legal Proceedings

• On June 22, 2026, Moringa Sponsor, LP filed a claim against Silexion Therapeutics Corp and two of its senior officers, alleging deliberate and systematic breaches of the Amended and Restated Promissory Note, dated August 15, 2024.
• The claim seeks a declaration that purported conversions under the Note are void, a determination that an Event of Default has occurred entitling it to immediate repayment of the entire outstanding debt, and, in the alternative, an order correcting the conversions and awarding damages.

Related Party Transactions

• The filing details transactions involving the conversion of an Amended and Restated Promissory Note issued by Silexion Therapeutics Corp to Moringa Sponsor, LP, into ordinary shares.

Stakeholder Impact

• Shareholders: Potential dilution concerns due to disputed share issuances and the risk of significant financial impact on the company if the legal claim is successful.
• Creditors: The dispute over the promissory note and potential event of default could impact the company's ability to service other debts.
• Management/Board: Increased scrutiny and potential liability related to the alleged breaches of the promissory note and the handling of share conversions.

Next Steps

• Resolution of the legal claim filed by Moringa Sponsor, LP against Silexion Therapeutics Corp.
• Determination of the validity of the disputed share issuances.
• Potential repayment of outstanding debt under the promissory note, depending on the outcome of the legal proceedings.

Key Dates

Recommendation

The filing reveals a significant legal dispute and allegations of note breaches, creating substantial uncertainty and risk for Silexion Therapeutics Corp. The reporting persons' non-concession of beneficial ownership and pursuit of legal remedies suggest a severe conflict that could negatively impact the company's financial health and operational stability, warranting a sell recommendation.

Keywords

Schedule 13D, Silexion Therapeutics Corp, Moringa Sponsor, LP, Promissory Note, Share Issuance Dispute, Beneficial Ownership, Legal Claim, Debt Conversion