Silexion’s first technology product, Loder™, efficiently examined in a multinational Section 2a medical trial in sufferers with non-resectable pancreatic most cancers which harbors an oncogene believed to be a significant driver of the most cancers
Together with chemotherapy, Loder resulted in a median general survival (OS) benefit of 9.3 months over chemotherapy alone (22.7 vs 13.4 months)
Modi’in, Israel and New York, New York, Feb. 22, 2024 (GLOBE NEWSWIRE) — Moringa Acquisition Corp (Nasdaq: MACA) (“Moringa”), a particular function acquisition firm, immediately introduced it has entered right into a enterprise mixture settlement with Silexion Ltd. (“Silexion”), a clinical-stage, oncology-focused biotechnology firm, that might lead to Silexion turning into publicly listed on the Nasdaq. The enterprise mixture supplies for Silexion’s pre-transaction fairness worth to be $62.5 million, based mostly on a $10 share worth.
The enterprise mixture, which has been unanimously authorised by the boards of administrators of Silexion and Moringa, is predicted to shut within the third quarter of 2024, topic to the satisfaction of customary closing circumstances, together with the approval of Silexion and Moringa shareholders and Nasdaq approval of the preliminary itemizing of the mixed firm’s securities.
Ilan Levin, Chief Govt Officer and Chairman of Moringa, famous, “We’re extremely excited to announce the proposed merger with Silexion. Silexion is on the chopping fringe of RNA therapeutics, with a primary technology product, Loder™, that has demonstrated very spectacular ends in a multinational Section 2a medical trial in sufferers with non-resectable pancreatic most cancers. Particularly, Loder achieved a median general survival (OS) benefit of 9.3 months together with chemotherapy versus chemotherapy alone (22.7 vs 13.4 months) in sufferers harboring particular mutations within the KRAS oncogene known as G12D or G12V. To additional improve the efficacy, Silexion has taken steps to doubtlessly optimize each the siRNA and the supply system and has moved the event to a second technology product, SIL-204B. We imagine the enterprise mixture will present each our respective shareholders the chance to take part within the potential of Silexion’s highly effective platform as a public firm listed on Nasdaq.”
Extra Key Transaction Phrases
Moringa will function the buying entity within the enterprise mixture, and is predicted to concern 6.25 million shares (on a fully-diluted foundation) to Silexion’s present fairness holders pursuant to the transaction.
The board of administrators of the mixed firm will include seven members, of whom two shall be appointed by Moringa’s sponsor.
Extra details about the proposed enterprise mixture, together with a replica of the enterprise mixture settlement, shall be supplied in a number of Present Stories on Kind 8-Okay to be filed by Moringa with the U.S. Securities and Change Fee.
About Silexion
Silexion Therapeutics is a pioneering medical stage, oncology-focused biotechnology firm devoted to the event of modern remedies for unsatisfactorily handled stable tumor cancers which have the mutated KRAS oncogene. The corporate carried out a Section 2a medical trial which has proven constructive efficacy outcomes compared to the management of chemotherapy alone. Silexion’s is dedicated to pushing the boundaries of therapeutic developments within the subject of oncology, and additional creating its second technology product for regionally superior pancreatic most cancers.
About Moringa Acquisition Corp
Moringa Acquisition Corp (Nasdaq: MACA), is a publicly-listed particular function acquisition firm. Moringa is registered as a Cayman Islands exempted firm integrated as a clean verify firm for the aim of getting into right into a merger, share trade, asset acquisition, share buy, recapitalization, reorganization, or comparable enterprise mixture with a number of companies or entities.
Advisors
Meitar | Regulation Workplaces and Greenberg Traurig are serving as authorized counsel to Moringa.
Herzog Fox & Neeman is serving as authorized counsel to Silexion.
Vital Data In regards to the Proposed Transaction and The place to Discover It
The proposed enterprise mixture shall be submitted to shareholders of Moringa for his or her consideration. Moringa intends to file a registration assertion on Kind S-4 (the “Registration Assertion”) with the USA Securities and Change Fee (the “SEC”) which is able to embody a proxy assertion to be distributed to Moringa’s shareholders in reference to Moringa’s solicitation of proxies for the vote by Moringa’s shareholders in reference to the proposed enterprise mixture and different issues as described within the Registration Assertion, in addition to the prospectus referring to the supply of the securities to be issued to Silexion’s shareholders in reference to the completion of the proposed enterprise mixture. After the Registration Assertion has been filed and declared efficient, Moringa will mail a definitive proxy assertion and different related paperwork to its shareholders as of the report date established for voting on the proposed enterprise mixture. MORINGA’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ, ONCE AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT / PROSPECTUS AND ANY AMENDMENTS THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT / PROSPECTUS, IN CONNECTION WITH MORINGA’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE PROPOSED BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT MORINGA, SILEXION AND THE PROPOSED BUSINESS COMBINATION.
Shareholders might also acquire a replica of the preliminary or definitive proxy assertion, as soon as obtainable, in addition to different paperwork filed with the SEC concerning the proposed enterprise mixture and different paperwork filed with the SEC by Moringa, with out cost, on the SEC’s web site situated at www.sec.gov, in addition to within the Investor Relations part of the Moringa web site at www.moringaac.com
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Ahead-Wanting Statements
This press launch contains “forward-looking statements” inside the that means of the “protected harbor” provisions of the USA Non-public Securities Litigation Reform Act of 1995. Ahead-looking statements could also be recognized by means of phrases such “anticipate,” “estimate,” “challenge,” “finances,” “forecast,” “anticipate,” “intend,” “plan,” “might,” “will,” “might,” “ought to,” “believes,” “predicts,” “potential,” “may” and “continues,” and comparable expressions are supposed to establish such forward-looking statements. These statements are based mostly on varied assumptions, whether or not or not recognized on this press launch, and on the present expectations of Silexion’ and Moringa’s administration and aren’t predictions of precise efficiency. These forward-looking statements are supplied for illustrative functions solely and aren’t supposed to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of truth or likelihood. Precise occasions and circumstances are troublesome or unimaginable to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of Silexion and Moringa. These forward-looking statements are topic to quite a lot of dangers and uncertainties, together with, however not restricted to: (i) the anticipated timing and chance of completion of the transaction, together with the chance that the transaction might not shut resulting from a number of closing circumstances to the transaction within the enterprise mixture settlement (the “Enterprise Mixture Settlement”) not being glad or waived on a well timed foundation or in any other case, or that the required approval of the Enterprise Mixture Settlement and associated issues by the shareholders of Moringa is just not obtained; (ii) the potential failure of sure traders who’re anticipated to supply a minimal of $3.5 million of convertible loans to Silexion to supply these convertible loans (the “Convertible Loans”) by the March 10, 2024 deadline for doing so underneath the Enterprise Mixture Settlement; (iii) the potential failure of Moringa’s sponsor to guarantee that Moringa possesses a minimal of $350,000 of working capital previous to the closing, which is a required situation to Silexion’s finishing the enterprise mixture; (iv) whether or not the mixed firm ensuing from the enterprise mixture will qualify for itemizing on the Nasdaq Capital Market or Nasdaq World Market underneath its preliminary itemizing requirements, particularly based mostly available on the market worth of the mixed firm’s listed securities, which may very well be adversely impacted by vital redemptions of Moringa’s remaining public shares previous to the closing; (v) the incidence of any occasion, change or different circumstances that might give rise to the termination of the Enterprise Mixture Settlement; (vi) prices associated to the transaction, together with the quantity of the deferred underwriting charges that may have to be paid to the underwriters of Moringa’s preliminary public providing; (vii) whether or not the Convertible Loans and dealing capital funding in place for Moringa as of the closing will collectively suffice for Silexion’s operations following the closing of the enterprise mixture; (viii) the potential incidence of a fabric adversarial change with respect to the monetary place, efficiency, operations or prospects of Silexion or Moringa; (ix) the potential disruption of Silexion administration’s time from ongoing enterprise operations as a result of transaction; (x) whether or not bulletins referring to the transaction can have an adversarial impact available on the market worth of Moringa’s securities; (xi) whether or not Silexion can proceed to fulfill anticipated medical targets in growth of its oncology-focused bio-technology merchandise; (xii) dangers referring to biotechnology firms typically, together with whether or not medical trials shall be profitable and regulatory approvals could be obtained; (xiii) the consequences of adjustments in regulatory necessities for Silexion’s merchandise to acquire regulatory approvals; (xiv) the likelihood that the marketplace for Silexion’s merchandise could also be adversely affected by adversarial macro-economic circumstances, together with inflation and excessive rates of interest; (xv) dangers related to Silexion being an Israeli firm situated in Israel and the impact of Israel’s warfare in opposition to Hamas and different terrorist organizations on enterprise circumstances for Silexion in Israel; and (xvi) different dangers and uncertainties, together with these to be recognized within the proxy assertion/prospectus forming part of the Registration Assertion (when obtainable) referring to the transaction, together with these underneath “Threat Components,” “Cautionary Be aware Regarding Ahead-Wanting Statements” and “Silexion Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations” therein, and in different filings with the SEC by Moringa. Moringa and Silexion warning that the foregoing record of things is just not unique. Ought to a number of of those dangers or uncertainties materialize, or ought to underlying assumptions show incorrect, precise outcomes might fluctuate materially from these indicated or anticipated by such forward-looking statements. Accordingly, you’re cautioned to not place undue reliance on these forward-looking statements. Ahead-looking statements relate solely to the date they’re made, and readers are cautioned to not place undue reliance upon any forward-looking statements. Moringa and Silexion undertake no obligation to replace or revise the forward-looking statements, whether or not on account of new info, future occasions or in any other case, topic to relevant legislation.
No Provide or Solicitation
This press launch doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.
Contributors in Solicitation
Moringa, Silexion, and sure of their respective administrators, government officers and different members of administration and workers might, underneath SEC guidelines, be deemed to be individuals within the solicitations of proxies from Moringa’s shareholders in reference to the proposed enterprise mixture. Data concerning the individuals who might, underneath SEC guidelines, be deemed individuals within the solicitation of Moringa’s shareholders in reference to the proposed enterprise mixture shall be set forth within the Registration Assertion when it’s filed with the SEC. You will discover extra details about Moringa’s administrators and government officers in Moringa’s most up-to-date annual report on Kind 10-Okay, filed with the SEC on March 31, 2023. Extra info concerning the individuals within the proxy solicitation and an outline of their direct and oblique pursuits shall be included within the Registration Assertion when it turns into obtainable. Shareholders, potential traders and different individuals ought to learn the Registration Assertion and different related supplies to be filed with the SEC concerning the proposed enterprise mixture fastidiously after they turn out to be obtainable earlier than making any voting or funding selections. It’s possible you’ll acquire free copies of those paperwork from the sources indicated above.
Contacts
Moringa
Gil Maman – gil@moringaac.com
Silexion
Crescendo Communications, LLC
Tel: (212) 671-1020
E mail: silexion@crescendo-ir.com
