--- title: "Former SPAC sponsor sues Silexion in Tel Aviv over note conversions" url: "https://aibio.space/news/former-spac-sponsor-sues-silexion-tel-aviv-note-conversions/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-06-22" section: "Legal" tickers: "NASDAQ:SLXN" source: "https://www.sec.gov/Archives/edgar/data/2022416/000117891326004138/zk2635847.htm" summary: "Defendants: Silexion, chairman and CEO Ilan Hadar, and CFO Mirit Horenshtein Hadar. Moringa Sponsor disputes how Silexion converted part of a $3,433 thousa" --- By the aibio.space news desk. Sources - [SEC EDGAR: Silexion 10-Q](https://www.sec.gov/Archives/edgar/data/2022416/000117891326004138/zk2635847.htm) - [SEC EDGAR: Silexion SCHEDULE 13D/A](https://www.sec.gov/Archives/edgar/data/2022416/000121390026104066/xslSCHEDULE_13D_X02/primary_doc.xml) [SLXN](https://aibio.space/companies/silexion-therapeutics/) 2026-06-22 # Former SPAC sponsor sues Silexion in Tel Aviv over note conversions Tickers [SLXN](https://aibio.space/companies/silexion-therapeutics/) Defendants: Silexion, chairman and CEO Ilan Hadar, and CFO Mirit Horenshtein Hadar. Moringa Sponsor disputes how Silexion converted part of a $3,433 thousand note into shares and alternatively demands cash; Silexion says it complied with the note. ## Key facts - **Company**: Silexion Therapeutics Corp (NASDAQ: SLXN) - **News type**: Legal - **Primary source**: [SEC EDGAR: Silexion 10-Q](https://www.sec.gov/Archives/edgar/data/2022416/000117891326004138/zk2635847.htm) *The Capitol in autumn. CC0, via rawpixel. The picture shows the field, not the companies named.* Moringa Sponsor, L.P., the former sponsor of the blank-check company that merged with Silexion Therapeutics Corp (Nasdaq: [SLXN](https://aibio.space/companies/silexion-therapeutics/)), sued the company on June 22, 2026 in the District Court of Tel Aviv. Silexion disclosed the claim in its [quarterly report](https://www.sec.gov/Archives/edgar/data/2022416/000117891326004138/zk2635847.htm). The sponsor is controlled by Silexion's former director, Ilan Levin. The defendants are Silexion Therapeutics Corp, its chairman and chief executive Ilan Hadar, and its chief financial officer Mirit Horenshtein Hadar. The sponsor disputes the way Silexion converted part of a related party promissory note into ordinary shares. In the alternative, it demands payment in cash of the full principal amount of the note, plus damages. These are the sponsor's allegations. ## The note and the conversions The note was issued at the close of the business combination, replacing all earlier promissory notes that Moringa Acquisition Corp had issued to the sponsor. Its amount was $3,433 thousand, the total Moringa owed the sponsor, and it matures on February 15, 2027. Silexion says $1,037 thousand of principal remained outstanding at June 30, 2026. Silexion has been paying part of the note in shares. In July and August 2026, in connection with at-the-market sales at an average of $2.1 a share, it converted $81 thousand of principal into 38,926 shares issued to the sponsor at the same price. In connection with an August 2026 public offering priced at $0.65, it converted $750 thousand into 1,153,848 shares at that price. In an amended [Schedule 13D](https://www.sec.gov/Archives/edgar/data/2022416/000121390026104066/xslSCHEDULE_13D_X02/primary_doc.xml), the sponsor reports holding 1,954,056 shares, or 17.7% of the class. It says it "expressly disputes the validity of the issuance" of the shares from several conversions, including the 1,153,848 shares issued on August 12, 2026 for $750,001 and 562,266 shares issued on September 18, 2026 for $206,464, and does not concede beneficial ownership of them. ## Silexion's response Silexion says it is "confident" that its partial conversions, made on several occasions, complied strictly with both the substantive and procedural requirements of the note, and it refutes all of the sponsor's arguments. It plans to defend itself vigorously. It is also considering a counterclaim against the sponsor and Mr. Levin for damages, saying they acted in an attempt to accelerate the note's maturity in order to avoid its conversion. The filing reports no ruling and no hearing date. ## A company short of cash The dispute matters because Silexion has little room to absorb a cash demand. It reported $2,229 thousand of cash and cash equivalents at June 30, 2026, a loss of $6,284 thousand for the six months and negative operating cash flows of $6,571 thousand. Management concluded there is substantial doubt about the company's ability to continue as a going concern because its current funds will cover operations for only several months from the date the statements were issued. Silexion is a clinical-stage company developing RNA interference therapies for cancers driven by KRAS mutations. It has no revenue. It has funded itself through repeated small raises. Its at-the-market agreement of September 26, 2025 allows sales of up to $13.17 million of ordinary shares through H.C. Wainwright as sales agent, which is paid 3.0% of the gross sales price. In the first half of 2026 it sold 450,079 shares under that agreement for $1,940 thousand, net. The August 2026 offering sold 2,028,619 ordinary shares and 1,817,542 pre-funded warrants, each with a Series E warrant exercisable at $0.65 for five years. Gross proceeds were approximately $2,500 thousand and net proceeds approximately $2,100 thousand. The filing does not name the placement agent for that offering, which received 269,231 warrants at $0.8125. The company effected a 1-for-10 reverse share split on May 28, 2026. 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Cite as: aibio.space, "Former SPAC sponsor sues Silexion in Tel Aviv over note conversions", 2026-06-22, https://aibio.space/news/former-spac-sponsor-sues-silexion-tel-aviv-note-conversions/