Notable Labs, Inc. agreed to acquire Vascular Biogenics Ltd. (NasdaqGM:VBLT) 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 has been unanimously approved by the Board of Directors of each company. The merger is expected to close in the third quarter of 2023, subject to receipt of necessary approvals by the stockholders of each company and other customary closing conditions. Both Notable Labs and Vascular Biogenics are liable to pay a cancellation fee of $2.5 million in case of termination.
Chardan is serving as exclusive financial advisor to VBL Therapeutics and 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 for Notable and Wiggin and Dana LLP and Meitar are serving as legal counsel to Notable.