SCHEDULE: Silexion Therapeutics: Share Dispute and Legal Claim Emerge

Moringa Sponsor, LP has filed a claim against Silexion Therapeutics Corp, disputing the validity of several share issuances and alleging breaches of a promissory note.

Summary

• Moringa Sponsor, LP, along with Moringa Partners Ltd. and Ilan Levin, are filing an amendment to their Schedule 13D, reporting beneficial ownership of 1,954,056 ordinary shares, representing 17.7% of the class.
• The filing disputes the validity of several share issuances by Silexion Therapeutics Corp to Moringa Sponsor, LP, totaling 45,000 shares on September 15, 2025 ($1.8 million conversion), 92,500 shares on May 14, 2026 ($0.4 million conversion), and 60,819 shares on June 14, 2026 ($0.4 million conversion).
• Further disputes concern shares issued on July 30, 2026 (12,891 shares for $29,072), July 31, 2026 (11,195 shares for $19,187), August 5, 2026 (14,840 shares for $32,508), August 12, 2026 (1,153,848 shares for $750,001), and September 18, 2026 (562,266 shares for $206,464), all related to conversions under an Amended and Restated Promissory Note dated August 15, 2024.
• Moringa Sponsor, LP filed a claim on June 22, 2026, against Silexion Therapeutics Corp and two senior officers, alleging deliberate and systematic breaches of the promissory note.
• The claim seeks a declaration that purported conversions are void, a determination of an Event of Default for immediate repayment, or alternatively, correction of conversions and damages.
• The reporting persons do not concede beneficial ownership of the disputed shares.
• The total reported shares include initial holdings, shares underlying warrants, and shares from various conversions of the promissory note, adjusted for multiple reverse stock splits.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to the ongoing dispute and legal claim regarding share issuances and alleged breaches of a promissory note, indicating significant unresolved issues.

Negatives

• Moringa Sponsor, LP is disputing the validity of multiple share issuances by Silexion Therapeutics Corp, totaling hundreds of thousands of shares and significant conversion amounts from a promissory note.
• A legal claim has been filed by Moringa Sponsor, LP against Silexion Therapeutics Corp and its officers, alleging breaches of the Amended and Restated Promissory Note.
• The claim seeks to void conversions, declare an Event of Default, and potentially recover damages, indicating a severe dispute between the parties.
• The reporting persons expressly dispute beneficial ownership of the shares they are reporting, highlighting a lack of consensus on share validity.

Risks

• The ongoing legal dispute and claim filed by Moringa Sponsor, LP against Silexion Therapeutics Corp create significant uncertainty regarding the validity of a substantial portion of Silexion's shares and the financial obligations under the promissory note.
• The potential for an 'Event of Default' under the promissory note could lead to demands for immediate repayment of the entire outstanding debt, posing a severe financial risk to Silexion.
• The dispute over share conversions could impact Silexion's reported share count and ownership percentages, potentially affecting future financing, corporate actions, and investor confidence.
• The allegations of deliberate and systematic breaches of the promissory note suggest potential governance or operational issues within Silexion Therapeutics Corp.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance. However, the ongoing legal dispute and the potential for an Event of Default under the promissory note represent significant future uncertainties for the company.

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, 1,153,848 ordinary shares, and 562,266 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 financial restructuring or seeking further funding. Such disputes can significantly impact a company's valuation and its ability to attract future investment.

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, dated August 15, 2024, between Silexion Therapeutics Corp and Moringa Sponsor, LP. Moringa Partners Ltd. and Ilan Levin, who control Moringa Sponsor, LP, are also reporting persons in this filing.

Stakeholder Impact

• Shareholders: The ongoing legal dispute and potential Event of Default create significant uncertainty and risk, which could negatively impact share price and future value. The validity of a substantial portion of shares is being contested.
• Creditors: If an Event of Default is declared, other creditors of Silexion may face increased risk of non-payment or delayed payment.
• Management and Board: The senior officers are named in the legal claim, indicating direct personal and professional risk.
• Investors: The dispute raises concerns about corporate governance and financial transparency, potentially deterring new investment.

Next Steps

• Resolution of the legal claim filed by Moringa Sponsor, LP against Silexion Therapeutics Corp.
• Determination of the validity of the disputed share conversions.
• Potential repayment of outstanding debt or correction of conversions and award of damages as per the court's decision.
• Further filings may be required depending on the outcome of the legal proceedings and any subsequent corporate actions by Silexion Therapeutics Corp.

Key Dates

Recommendation

The filing reveals a significant and ongoing legal dispute where a major stakeholder is challenging the validity of numerous share issuances and alleging breaches of a key financial agreement. The potential for an Event of Default and the demand for immediate repayment of debt, coupled with the explicit dispute over beneficial ownership of shares, creates substantial financial and operational risk for Silexion Therapeutics Corp. This level of uncertainty and potential financial distress warrants a sell recommendation.

Keywords

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