Amendment: SEC Form SCHEDULE 13D/A filed by Silexion Therapeutics Corp
$SLXN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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
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| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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.
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