SCHEDULE: Silexion Share Dispute: Investor Challenges $1.8M Conversion

Moringa Sponsor, LP disputes the validity of 450,000 ordinary shares issued by Silexion Therapeutics Corp from a $1.8 million debt conversion.

Summary

• Moringa Sponsor, LP, Moringa Partners Ltd, and Ilan Levin filed an Amendment No. 1 to their Schedule 13D regarding Silexion Therapeutics Corp.
• The amendment reports the issuance of 450,000 ordinary shares by Silexion Therapeutics Corp to Moringa Sponsor, LP on September 15, 2025.
• This issuance resulted from the conversion of $1.8 million of the outstanding amount under an Amended and Restated Promissory Note, dated August 15, 2024, which originally had a principal amount of $3.4 million.
• Moringa Sponsor, LP explicitly disputes the validity of these 450,000 shares and does not concede beneficial ownership.
• Moringa Sponsor, LP beneficially owns 457,342 ordinary shares, representing 14.63% of the class, including the disputed shares, 6,970 ordinary shares, and 372 shares underlying warrants.
• Moringa Partners Ltd and Ilan Levin beneficially own 458,824 ordinary shares, representing 14.67% of the class, which includes the shares held by Moringa Sponsor, LP and an additional 1,482 shares held by Greenstar, L.P.
• The beneficial ownership percentages are calculated based on 3,126,642 ordinary shares outstanding as of July 31, 2025, adjusted for warrants.
• Silexion Therapeutics Corp effected a 1-for-9 reverse share split on November 27, 2024, and a 1-for-15 reverse share split on July 28, 2025.
• On August 7, 2025, Moringa Sponsor, LP transferred 5,550 ordinary shares and 126,250 warrants (pre-split) to certain limited partners without consideration.

Sentiment

Score: 3

Explanation: The explicit dispute by a major shareholder regarding the validity of a significant share issuance (450,000 shares from a $1.8 million debt conversion) introduces substantial uncertainty and potential legal challenges for Silexion Therapeutics Corp. This is a clear negative for corporate governance and investor confidence.

Negatives

• Moringa Sponsor, LP expressly disputes the validity of the issuance of 450,000 ordinary shares by Silexion Therapeutics Corp.
• The reporting persons do not concede beneficial ownership of the 450,000 shares, indicating a potential conflict or legal challenge.
• The dispute creates uncertainty regarding the company's capital structure and ownership.

Risks

• **Legal Dispute**: The explicit dispute over the validity of 450,000 issued shares could lead to legal proceedings, incurring costs and management distraction.
• **Ownership Uncertainty**: The disagreement over beneficial ownership of a significant block of shares (14.63% for Moringa Sponsor, LP) creates uncertainty for investors regarding control and voting power.
• **Share Dilution Concerns**: If the issuance is ultimately deemed valid, it represents a conversion of debt into equity, potentially diluting existing shareholders, though the dispute itself is about the validity, not just the dilution.
• **Corporate Governance Issues**: A dispute between a significant shareholder and the issuer suggests potential underlying corporate governance weaknesses or disagreements.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance, but the dispute over share validity suggests potential future legal or corporate governance challenges for Silexion Therapeutics Corp.

Management Comments

• 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 Reporting Persons are filing this Amendment out of an abundance of caution.

Industry Context

This filing is specific to an ownership dispute within Silexion Therapeutics Corp and does not directly relate to broader industry trends or competitor activities. However, such disputes can impact investor confidence in the biotechnology or pharmaceutical sector, where stable corporate governance is crucial for long-term development and commercialization.

Legal Proceedings

• The explicit dispute by Moringa Sponsor, LP regarding the validity of the 450,000 ordinary shares issued by Silexion Therapeutics Corp strongly suggests the potential for future legal proceedings to resolve this disagreement.

Related Party Transactions

• The conversion of $1.8 million of the Amended and Restated Promissory Note from Silexion Therapeutics Corp to Moringa Sponsor, LP is a related party transaction, as Moringa Sponsor, LP is a significant shareholder.

Stakeholder Impact

• **Shareholders**: Increased uncertainty regarding the true number of outstanding shares, potential dilution, and the risk of protracted legal battles could negatively impact share value and investor confidence.
• **Management**: Management may be distracted by the need to address and resolve the dispute, diverting resources from core business operations.
• **Creditors**: The conversion of debt to equity, even if disputed, affects the company's capital structure and could be relevant to other creditors.

Next Steps

• Resolution of the dispute regarding the validity of the 450,000 ordinary shares.
• Potential legal actions or negotiations between Silexion Therapeutics Corp and Moringa Sponsor, LP.

Key Dates

Recommendation

The explicit dispute by a major shareholder, Moringa Sponsor, LP, over the validity of 450,000 ordinary shares issued by Silexion Therapeutics Corp creates significant uncertainty and potential legal liabilities. This fundamental disagreement on share ownership and capital structure is a severe corporate governance issue that could materially impact the company's valuation and investor confidence. Until this dispute is definitively resolved, the stock carries elevated risk, making a 'sell' recommendation prudent for risk-averse investors.

Keywords

Silexion Therapeutics Corp, Moringa Sponsor LP, Schedule 13D/A, share dispute, promissory note conversion, beneficial ownership, equity issuance, corporate governance, reverse stock split, G1281K130