Form RW - Registration Withdrawal Request
January 08 2024 - 4:21PM
Edgar (US Regulatory)
Notable
Labs, Ltd.
320
Hatch Drive
Foster
City, CA 94404
January
8, 2024
VIA
EDGAR
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Re:
Notable Labs, Ltd.
Application
for Withdrawal of Registration Statement on Form S-3
(File
No. 333-275057)
Ladies
and Gentlemen:
On
October 17, 2023, Notable Labs, Ltd., an Israeli corporation (the “Company”), initially filed Registration Statement No.
333-275057 on Form S-3 (together with all exhibits and amendments thereto, the “Registration Statement”) with the Securities
and Exchange Commission (the “Commission”).
In
accordance with Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully
makes this application to withdraw the Registration Statement, together with all exhibits thereto, which withdrawal reflects the Company’s
response to the comment received from the Staff of the Commission in a letter dated December 6, 2023 (the “Comment Letter”).
The
Company is seeking withdrawal of the Registration Statement because, based on the Comment Letter and further discussion between representatives
of the Company and the Staff of the Commission, the Company understands that the Commission has determined that the Company does not
meet the eligibility requirements for the use of Form S-3 at this time. No securities have been issued or sold under the Registration
Statement. The Registration Statement has not been declared effective by the Commission. Based on the foregoing, the Company submits
that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated
by Rule 477(a) under the Securities Act. The Company may choose to file a Form S-3 in the future if it is eligible to do so.
The
Company respectfully requests that the Commission issue an order granting withdrawal of the Registration Statement. Please provide a
copy of the order granting withdrawal of the Registration Statement to Thomas Bock, Chief Executive Officer, Notable Labs, Ltd., at the
address first mentioned above, with a copy to Company’s counsel, Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York,
NY 10019, attention: Matthew G. Jones, email: MJones@cravath.com.
The
Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement.
However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection
with the filing of the Registration Statement be credited for future use.
If
you have any questions or comments or require further information regarding this application of withdrawal of the Registration Statement,
please contact Matthew G. Jones at (212) 474-1298.
|
Sincerely, |
|
|
|
/s/
Thomas Bock |
|
Name:
Thomas Bock |
|
Title:
Chief Executive Officer |
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