The Life Sciences and M&A teams advised VBL Therapeutics (Nasdaq:VBLT) in its definitive merger agreement with Notable Labs, Inc. (“Notable”). 

VBL Therapeutics (Nasdaq:VBLT), is a biotechnology company developing targeted medicines for immune-inflammatory diseases.

Notable Labs, Inc. (“Notable”), is a privately-held a clinical stage therapeutic platform company developing predictive precision medicines for cancer patients.

Following the closing of the proposed merger, 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 combined company will focus on the advancement of Notable’s proprietary Predictive Precision Medicines Platform (“PPMP”) and therapeutic pipeline focused on cancer patients with high unmet medical needs. Immediately after the merger, 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.

Concurrent with the execution of the merger agreement, a healthtech-focused investor syndicate, including existing Notable stockholders Builders VC, B Capital Group, Y Combinator, First Round Capital, and Founders Fund, have entered into a definitive securities purchase agreement with Notable to invest $10.3 million in gross proceeds prior to the close of the proposed merger. After completion of the merger, the combined company is expected to be capitalized with a cash runway into 2025.

The Goodwin team consisted of Andrew Goodman, Tevia Pollard, and Jinal Sharma with assistance from Mitchell Bloom, Marianne Sarrazin, and Amanda Rae Schwarzenbart, Sarah Bock, Andre Amorim, and Qiuyu (Zoe) Li; Daniel Karelitz and Leon Peschel; Timothy Holahan and Brendan Lally-McGurl; Arman Oruc and Simone Waterbury; Nathan Brodeur; Caroline Bullerjahn; Ce Li; and Steven Argentieri.

For additional details on the agreement, please read the press release.