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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