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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Silexion Therapeutics Corp (Name of Issuer) |
Ordinary Shares, par value $0.0135 per share (Title of Class of Securities) |
(CUSIP Number) |
Ross David Carmel, Esq. 1185 Avenue of the Americas, 26th floor New York, NY, 10036 646-838-1310 Sichenzia Ross Ference Carmel 1185 Avenue of the Americas, 26th floor New York, NY, 10036 646-838-1310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
| ||||||||
| 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
1,391,790.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,391,827.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 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
1,391,827.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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. 4 (this "Amendment 4"), Amendment 2 to the Schedule 13D was filed on May 29, 2026 ("Amendment 2"), Amendment 3 to the Schedule 13D was filed on June 23, 2026 ("Amendment 3"), Amendment 1 to Schedule 13D ("Amendment 1") that was filed on September 23, 2025 and 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 Amendment 2, Amendment 1 and 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 45,000 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, 92,500 ordinary shares that the Issuer reported as issued on May 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024 and 60,819 ordinary shares that the Issuer reported as issued on June 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024. On July 30, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $29,072 of the outstanding amount under the Note into 12,891 ordinary shares at $2.2553 per share in connection with an at-the-market offering. On July 31, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $19,187 of the outstanding amount under the Note into 11,195 ordinary shares at $1.714 per share in connection with an at-the-market offering. On August 5, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $32,508 of the outstanding amount under the Note into 14,840 ordinary shares at $2.19 per share in connection with an at-the-market offering. On August 12, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $750,001 of the outstanding amount under the Note into 1,153,848 ordinary shares at $0.65 per share in connection with a public offering. Moringa Sponsor, LP expressly disputes the validity of each of these conversions and does not concede beneficial ownership of the shares purportedly issued thereunder. On June 22, 2026, Moringa Sponsor, LP filed a claim against Silexion Therapeutics Corp and two of its senior officers (the "Claim"), alleging deliberate and systematic breaches of the Amended and Restated Promissory Note, dated August 15, 2024 (the "Note"). In the Claim, 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. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 45,000 ordinary shares, 92,500 ordinary shares and the 60,819 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 45,000 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 45,000 ordinary shares reported herein and does not concede beneficial ownership of such shares. On May 14, 2026, Silexion issued 92,500 ordinary shares, par value $0.0135 per share, of Silexion to the Sponsor upon conversion by Silexion of an aggregate of $0.4 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 92,500 ordinary shares reported herein and does not concede beneficial ownership of such shares. On June 14, 2026, Silexion issued 60,819 ordinary shares, par value $0.0135 per share, of Silexion to the Sponsor upon conversion by Silexion of an aggregate of $0.4 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 60,819 ordinary shares reported herein and does not concede beneficial ownership of such shares.
On July 30, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $29,072 of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, into 12,891 ordinary shares, par value $0.0135 per share, of Silexion at a price of $2.2553 per share in connection with an at-the-market offering. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 12,891 ordinary shares reported herein and does not concede beneficial ownership of such shares.
On July 31, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $19,187 of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, into 11,195 ordinary shares, par value $0.0135 per share, of Silexion at a price of $1.714 per share in connection with an at-the-market offering. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 11,195 ordinary shares reported herein and does not concede beneficial ownership of such shares.
On August 5, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $32,508 of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, into 14,840 ordinary shares, par value $0.0135 per share, of Silexion at a price of $2.19 per share in connection with an at-the-market offering. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 14,840 ordinary shares reported herein and does not concede beneficial ownership of such shares.
On August 12, 2026, Silexion delivered a Conversion/Equity Repayment Notification purporting to convert $750,001 of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, into 1,153,848 ordinary shares, par value $0.0135 per share, of Silexion at a price of $0.65 per share in connection with a public offering. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 1,153,848 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. On June 22, 2026, Moringa Sponsor, LP filed a claim against Silexion Therapeutics Corp and two of its senior officers (the "Claim"), alleging deliberate and systematic breaches of the Amended and Restated Promissory Note, dated August 15, 2024 (the "Note"). In the Claim, Moringa Sponsor, LP alleges, among other things, that Silexion breached the conditions governing conversion of indebtedness under the Note, including by failing to use the correct share price for conversions, failing to provide the required prior notice, effecting conversions below the minimum amount, and failing to deliver the shares within the required timeframe. Moringa Sponsor, LP seeks a declaration that the purported conversions 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. | ||
| 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 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. | |
| (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 1-for-15 and 1-for-10 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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