Levin Ilan 4

What Happened

• Ilan Levin (reported as a 10% owner and related to Moringa Sponsor, LP) is reported to have acquired 450,000 ordinary shares on 2025-09-15 at an effective conversion price of $4.00 per share, a transaction valued at $1,800,000. The filing states these shares were issued to Moringa Sponsor, LP upon conversion of $1.8M of outstanding principal under a convertible promissory note (footnote F4).
• The filing also records earlier pro rata distributions (for no consideration) on 2025-08-07 of 5,550 shares and 935 derivative-related instruments (both shown with $0 consideration) that were distributed by Moringa Sponsor, LP to certain limited partners (footnote F1). The reporting persons note they dispute the validity of the 450,000-share issuance and do not concede beneficial ownership of those shares (footnote F4).

Key Details

• Transaction dates & prices: 2025-09-15 — 450,000 shares at $4.00 each (conversion of $1.8M); 2025-08-07 — pro rata distributions of 5,550 shares and 935 derivative instruments at $0.
• Post-transaction holdings: the filing excerpt does not state a clear total of shares beneficially owned after these transactions; the reporting persons expressly disclaimed (in part) beneficial ownership of the 450,000 shares (F4, F3, F6).
• Footnotes to note: F1 (pro rata distributions), F2/F7 (share and warrant counts adjusted for 1-for-9 and 1-for-15 reverse splits), F3/F6 (ownership structure: Levin controls the general partner entities but disclaims direct beneficial ownership), F4 (conversion issuance disputed).
• Timeliness: Form 4 was filed 2026-01-27 for reportable events in Aug–Sep 2025, indicating a late filing; late filings may draw SEC attention and reduce the usefulness of the timing signal for investors.

Context

• These transactions involve a 10% owner and related sponsor entity, not a routine open-market executive buy or sale. The 450,000-share entry arises from converting debt into equity rather than an outright cash-market purchase — investors should view it as a capital-structure event.
• The reporting persons’ dispute over the issuance (F4) means the filing documents the legal/administrative claim but does not necessarily reflect an uncontested beneficial ownership change.
• Distributions for $0 (gifts/pro rata allocations) and adjustments for reverse splits change reported counts; they are administrative and don’t by themselves signal confidence or lack thereof.