공시 • Oct 17
Notable Labs, Inc. completed the acquisition of Vascular Biogenics Ltd. (NasdaqGM:VBLT) from Aurum Ventures MKI Ltd. and others in reverse merger transaction.
Notable Labs, Inc. entered into an agreement to acquire Vascular Biogenics Ltd. (NasdaqGM:VBLT) from Aurum Ventures MKI Ltd. and others in reverse merger transaction for $42.5 million on February 22, 2023. VBL will issue approximately 250 million shares at an exchange ratio of 2.2481. Notable stockholders are expected to own approximately 76% and VBL Therapeutics shareholders are expected to own approximately 24% of the combined company, each on a fully-diluted basis and subject to adjustment. The combined company is expected to operate under the name Notable Labs, Ltd. with its shares listed on the Nasdaq Capital Market under the ticker symbol ‘NTBL.’ The merger agreement provides each of VBL and Notable with specified termination rights, and further provides that, upon termination of the agreement under specified circumstances, the terminating party may be required to pay the other party a termination fee of $2.5 million.
The closing of the transaction is subject to the approval of VBT shareholders and Notable shareholders, regulatory approval, Nasdaq must have approved the listing of additional shares of VBL Ordinary Shares, including the shares to be issued in connection with the merger, the Notable Pre-Closing Financing shall have been consummated and the net cash proceeds shall be at least $5,000,000, VBL’s Net Cash shall have been determined to be at least equal to $15,000,000. The merger agreement has been unanimously approved by the Board of Directors of each company. As of September 6, 2023, the registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. Vascular Biogenics Ltd special meeting of stockholders will be held on October 3, 2023. As of October 4, 2023, the special meeting for shareholders will take place on October 12, 2023. If the relevant proposals at the Meeting are approved, the parties anticipate that the Merger will close within a few days thereafter, subject to the satisfaction of all other closing conditions. The merger is expected to close in the third quarter of 2023. As of September 6, 2023, the transaction is expected to complete in mid-October. As of October 10, 2023, VBL faced challenges in meeting Nasdaq's minimum bid price requirement. They decided to transfer their listing to a different Nasdaq market and were granted an extended period to comply. However, by August 2023, they still hadn't met the requirement. On October 9, 2023, the Panel issued its decision to grant VBL a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2). As on October 12, 2023, VBL Therapeutics (Nasdaq: VBLT) today announced that its shareholders voted to approve the previously announced proposed merger with Notable Labs, Inc. The Merger is expected to close on or around October 16, 2023. After completion of the Merger, VBL will be renamed “Notable Labs, Ltd.” and is expected to trade on The Nasdaq Capital Market under the symbol “NTBL” on or around October 17, 2023.
Chardan Capital Markets, LLC is serving as exclusive financial advisor and fairness opinion provider to VBL Board and Mitchell S. Bloom, Andrew H. Goodman and Tevia K. Pollard of Goodwin Procter LLP and Yuval Horn, Paz Abercohen, Ana Eiskov, Shiran Glantz and Shai Perel of Horn & Co. are serving as legal counsel to VBL Therapeutics. JMP Securities, a Citizens Company, is serving as exclusive financial advisor to Notable and Evan Kipperman of Wiggin and Dana LLP and Meitar are serving as legal counsel to Notable. Mediant Communications Inc. acted as proxy solicitor to VBL for a fee of approximately $25,000 plus reasonable expenses. VBL would pay Chardan a fee of $1.0 million, $250,000 of which was paid upon the rendering of the opinion, and the remainder of which is contingent upon the completion of the merger.
Notable Labs, Inc. completed the acquisition of Vascular Biogenics Ltd. (NasdaqGM:VBLT) from Aurum Ventures MKI Ltd. and others in reverse merger transaction on October 16, 2023. VBL renamed to Notable Labs, Ltd. The ordinary shares of the combined company (renamed Notable Labs, Ltd.) are expected to commence trading on The Nasdaq Capital Market, on a 1-for-35 reverse split basis, under the ticker symbol “NTBL” and a new CUSIP number at the open of market trading on October 17, 2023.