SEC Form SC 13G/A filed by Vascular Biogenics Ltd. (Amendment)
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
CUSIP No. M96883109
|
13G/A
|
Page 2 of 7 Pages
|
1. |
NAMES OF REPORTING PERSONS
Aurum Ventures M.K.I. Ltd.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☐
|
||
3. |
SEC USE ONLY
|
||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
6,839,059
|
|
6. |
SHARED VOTING POWER
0
|
||
7. |
SOLE DISPOSITIVE POWER
6,839,059
|
||
8. |
SHARED DISPOSITIVE POWER
0
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,839,059
|
||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions)
☐
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1)
|
||
12. |
TYPE OF REPORTING PERSON (see instructions)
CO
|
(1) |
Percentage is based on 69,326,590 Ordinary Shares of the Issuer that were outstanding as of December 31, 2021, based on information provided to the Reporting Person
by the Issuer.
|
CUSIP No. M96883109
|
13G/A
|
Page 3 of 7 Pages
|
1. |
NAMES OF REPORTING PERSONS
Morris Kahn
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☐
|
||
3. |
SEC USE ONLY
|
||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
6,839,059
|
||
7. |
SOLE DISPOSITIVE POWER
0
|
||
8. |
SHARED DISPOSITIVE POWER
6,839,059
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,839,059
|
||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions)
☐
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1)
|
||
12. |
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1)
|
Percentage is based on 69,326,590 Ordinary Shares of the Issuer that were outstanding as of December 31, 2021, based on information provided to the Reporting Person by the Issuer.
|
(a)
|
Name of Issuer
Vascular Biogenics Ltd.
|
(b)
|
Address of Issuer’s Principal Executive Offices
8 HaSatat St. Modi’in, Israel 7178106
|
(a)
|
Name of Person Filing:
This Amendment No. 3 (this “Amendment No. 3”) to
the Statement of Beneficial Ownership on Schedule 13G that was filed on February 17, 2015 (the “Statement”), as amended by Amendment No. 1 thereto, filed on
February 13, 2020 (“Amendment No. 1”), and Amendment No. 2 thereto, filed on August 3, 2020 (“Amendment No. 2”) is being filed by each of:
(i) Aurum Ventures M.K.I. Ltd. (the “Reporting Entity”) (ii) Morris Kahn (the “Reporting Individual,” and, together with the Reporting Entity, the “Reporting Persons”)
The Reporting Individual is the sole beneficial shareholder of the Reporting Entity. The Reporting Entity and the Reporting Individual are
referred to herein collectively as the “Reporting Persons”.
This Amendment No. 3 reports the exercise by the Reporting Entity during the year ended December 31, 2021 of the 1,269,841 warrants to purchase
Ordinary Shares that it held (as previously reported in Amendment No. 2), which warrants had been acquired by the Reporting Entity in a public offering that was consummated by the Issuer on May 12, 2020. The number of Ordinary Shares
beneficially held by the Reporting Persons has not changed as a result of the warrant exercise, since the shares underlying those warrants had already been included in the Reporting Persons’ beneficial ownership, as the warrants had been
exercisable as of the filing of Amendment No. 2.
|
(b)
|
Address of Principal Business Office or, if None, Residence:
The principal business office of each of the Reporting Persons is c/o Aurum Group, 16 Abba Hillel Road
Ramat Gan 5250608, Israel
|
(c)
|
Citizenship:
The Reporting Entity is organized in Israel. The Reporting Individual is a citizen of the State of Israel.
|
(d)
|
Title of Class of Securities
Ordinary Shares, New Israeli Shekel (“NIS”) 0.01 par value
per share (“Ordinary Shares”)
|
(e)
|
CUSIP Number
M96883109
|
(a)
|
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
(a)
|
Amount beneficially owned: 6,839,059 Ordinary Shares
|
(b)
|
Percent of class: 9.9%*
*Such percentage is based on 69,326,590 Ordinary Shares of the Issuer that were outstanding as of December 31, 2021, based on information provided to
the Reporting Persons by the Issuer.
|
|||
(c)
|
Number of shares as to which the person has:
|
|||
(i)
|
Sole power to vote or to direct the vote: Reporting Entity: 6,839,059
Reporting Individual: 0
|
|||
(ii)
|
Shared power to vote or to direct the vote: Reporting Entity: 0
Reporting Individual: 6,839,059
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of: Reporting Entity: 6,839,059
Reporting Individual: 0
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of: Reporting Entity: 0
Reporting Individual: 6,839,059
|
AURUM VENTURES M.K.I. LTD.
By: /s/ Nir Dror-Darwish
Name: Nir Dror-Darwish
Title: Authorized Signatory
By: /s/ Ilan Lior
Name: Ilan Lior
Title: Authorized Signatory
Date: January 31, 2022
/s/ Morris Kahn
MORRIS KAHN
Date: January 31, 2022
|