VBLT Vascular Biogenics Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Notable Labs, Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.35 each

(Title of Class of Securities)

 

M7517R107

(CUSIP Number)

 

October 16, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. M7517R107
(1) Names of Reporting Persons
	FR Capital Holdings, L.P.
(2) Check the Appropriate Box if a Member of a Group		(a) ☐
		(b) ☐
(3) SEC Use Only
(4) Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned By Each Reporting Person With
	(5) Sole Voting Power:	0*
	(6) Shared Voting Power:	1,037,345*
	(7) Sole Dispositive Power:	0*
	(8) Shared Dispositive Power:	1,037,345*

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,037,345*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	☐
(11) Percent of Class Represented by Amount in Row (9)
	11.6%*
(12) Type of Reporting Person
	IA

 

* See Item 4 for additional information.

 

 

CUSIP No. M7517R107
(1) Names of Reporting Persons
	First Round Capital VIII-F, LP
(2) Check the Appropriate Box if a Member of a Group		(a) ☐
		(b) ☐
(3) SEC Use Only
(4) Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned By Each Reporting Person With
	(5) Sole Voting Power:	0*
	(6) Shared Voting Power:	616,331*
	(7) Sole Dispositive Power:	0*
	(8) Shared Dispositive Power:	616,331*

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	616,331 *
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	☐
(11) Percent of Class Represented by Amount in Row (9)
	6.9%*
(12) Type of Reporting Person
	PN

 

 

Item 1(a). Name Of Issuer: Notable Labs, Ltd. (the “Issuer”).

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

320 Hatch Drive

Foster City, CA 94404

 

Item 2(a). Name of Person Filing:

 

This report on Schedule 13G (this “Schedule 13G”) is being jointly filed by (i) FR Capital Holdings, L.P., a Delaware limited partnership (the “Management Company”), and (ii) First Round Capital VIII-F, LP, a Delaware limited partnership (“FRCVIII-F” and, collectively with the Management Company, the “Reporting Persons”).

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

 

The address for the Reporting Persons is: 2400 Market Street, Suite 237, Philadelphia, PA 19103.

 

Item 2(c). Citizenship:

 

The Management Company and FRCVIII-F are organized under the laws of the State of Delaware.

 

Item 2(d). Title of Class of Securities:

 

Ordinary Shares, par value NIS 0.35 each (the “Ordinary Shares”).

 

Item 2(e). CUSIP No.:

 

M7517R107

 

Item 3. If This Statement Is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:

 

Not Applicable.

 

Item 4. Ownership:

 

As reported in the cover pages to this report, the ownership information with respect to the Management Company is as follows:

 

(a)	Amount Beneficially Owned:		1,037,345*
(b)	Percent of Class:		11.6%*
(c)	Number of Shares as to which such person has:
	(i)	sole power to vote or to direct the vote:	0*
	(ii)	shared power to vote or to direct the vote:	1,037,345*
	(iii)	sole power to dispose or to direct the disposition of:	0*
	(iv)	shared power to dispose or to direct the disposition of:	1,037,345*

 

As reported in the cover pages to this report, the ownership information with respect to FRCVIII-F is as follows:

 

(a)	Amount Beneficially Owned:		616,331*
(b)	Percent of Class:		6.9%*
(c)	Number of Shares as to which such person has:
	(i)	sole power to vote or to direct the vote:	0*
	(ii)	shared power to vote or to direct the vote:	616,331*
	(iii)	sole power to dispose or to direct the disposition of:	0*
	(iv)	shared power to dispose or to direct the disposition of:	616,331*

 

* The Management Company is the investment manager to FRCVIII-F and First Round Capital V, LP, a Delaware limited partnership (“FRCV”, and together with FRCVIII-F, the “FR Funds”). Josh Kopelman and William Trenchard are the controlling managers of the Management Company.

 

 

As of October 16, 2023, FRCVIII-F held 616,331 Ordinary Shares and FRCV held 421,014 Ordinary Shares. As a result, the Management Company and Messrs. Kopelman and Trenchard may be deemed to beneficially own 1,037,345 shares of Common Stock of the Issuer held in the aggregate by the FR Funds.

 

The reported beneficial ownership percentage is based upon approximately 8,936,448 shares of Common Stock issued and outstanding as of October 16, 2023, based on information included in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 16, 2023.

 

Item 5. Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group:

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group:

 

Not Applicable.

 

Item 10. Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

 

 

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.

 

	October 26, 2023
	FR CAPITAL HOLDINGS, L.P.
	By:	/s/ Jeffrey Donnon
	Name:	Jeffrey Donnon
	Title:	Chief Financial Officer

 

	FIRST ROUND CAPITAL VIII-F, LP
	By: FR Capital Holdings, L.P., its Manager Company
	By:	/s/ Jeffrey Donnon
	Name:	Jeffrey Donnon
	Title:	Chief Financial Officer

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 

 

Exhibit Index

 

Exhibit

 

1. Joint Filing Agreement, dated as of October 26, 2023, by and between FR Capital Holdings, L.P., and First Round Capital VIII-F, LP.

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value NIS 0.35 each, of Notable Labs, Ltd., and further agree that this Joint Filing Agreement be included as Exhibit 1 to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 26th day of October 2023.

 

	FR CAPITAL HOLDINGS, L.P.
	By:	/s/ Jeffrey Donnon
	Name:	Jeffrey Donnon
	Title:	Chief Financial Officer

 

	FIRST ROUND CAPITAL VIII-F, LP
	By: FR Capital Holdings, L.P., its Manager Company
	By:	/s/ Jeffrey Donnon
	Name:	Jeffrey Donnon
	Title:	Chief Financial Officer

 

 

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