01/27/2026 | Press release | Distributed by Public on 01/27/2026 10:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $1,552.5(7) | 08/07/2025 | J(1) | 935(7) | 09/14/2024 | 08/15/2029 | Ordinary Shares | 935(7) | $ 0 | 372(7) | I | By Moringa Sponsor, LP.(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Levin Ilan C/O SILEXION THERAPEUTICS CORP 12 ABBA HILLEL ROAD RAMAT GAN, L3 5250608 |
X | X | ||
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Moringa Sponsor, LP C/O MORINGA ACQUISITION CORP 250 PARK AVENUE, 7TH FLOOR NEW YORK, NY 11040 |
X | |||
| /s/ Ilan Levin | 01/27/2026 | |
| **Signature of Reporting Person | Date | |
| Moringa Sponsor, LP, by Moringa Partners Ltd., its sole general partner, by: /s/ Ilan Levin, director | 01/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The transaction reported in this row was the pro rata distribution, for no consideration, by Moringa Sponsor, LP. to certain of its limited partners, of ordinary shares or warrants (as applicable) of the Issuer in proportion to those limited partners' respective pro rata interests in the equity of Moringa Sponsor, LP. |
| (2) | The numbers of ordinary shares reported in this Form 4 reflect a 1-for-9 reverse share split effected by the Issuer on November 29, 2024 and a 1-for-15 reverse share split effected by the Issuer on July 29, 2025. |
| (3) | Ilan Levin is the sole equity owner and serves as the sole director of Moringa Partners Ltd., a company that is the sole general partner of Moringa Sponsor, LP. (which holds the subject ordinary shares or warrants, as applicable). As a result of that relationship, Mr. Levin possesses sole voting and investment authority with respect to the subject ordinary shares or warrants. The limited partnership interests of Moringa Sponsor, LP, are held by various individuals and entities. Ilan Levin disclaims beneficial ownership of the subject ordinary shares or warrants (as applicable) except to the extent of his indirect pecuniary interest therein. |
| (4) | The transaction reported in this row was the issuance of 450,000 ordinary shares to Moringa Sponsor, LP. upon conversion of $1,800,000 of the outstanding principal amount under the convertible promissory note, dated August 15, 2024, issued by the Issuer to Moringa Sponsor, LP., which is convertible based on the market price of the ordinary shares or the price at which the Issuer sells ordinary shares in an equity financing from time to time. The conversion price was $4.00 per share and the related issuance was approved by the Issuer's board of directors. The Reporting Persons expressly dispute the validity of the subject issuance and do not concede beneficial ownership of those 450,000 shares. |
| (5) | There were no transactions effected in respect of the securities reported in this row, and the holdings in this row are being included for informational purposes only. |
| (6) | Moringa Partners Ltd. serves as the sole general partner of Greenstar, L.P. As a result of Ilan Levin being the sole equity owner and serving as the sole director of Moringa Partners Ltd. (as described in footnote (3) above), Mr. Levin possesses sole voting and investment authority with respect to the subject ordinary shares. The limited partnership interests of Greenstar, L.P. may be held from time to time by various individuals and entities. Mr. Levin disclaims beneficial ownership of the subject ordinary shares except to the extent of his indirect pecuniary interest therein. |
| (7) | The number of warrants to purchase ordinary shares, and underlying ordinary shares, reported in this row have been adjusted downwards, and the exercise price of those warrants has been adjusted proportionately upwards, to reflect the 1-for-9 reverse share split effected by the Issuer on November 29, 2024 and the 1-for-15 reverse share split effected by the Issuer on July 29, 2025. |