UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 1813, 2024

NOTABLE LABS, LTD.

(Exact name of registrant as specified in charter)

Israel

001-36581

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

320 Hatch Drive
Foster City, California		94404
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 851-2410

N/A

(Former name or former address, if changed since last report)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value NIS 0.35 each		NTBL		The Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 1.0503 ~~Costs~~Bankruptcy ~~Associated with Exit~~ or ~~Disposal Activities~~Receivership.

OnAfter ~~September~~considering ~~18,~~strategic ~~2024~~alternatives, ~~the Board of Directors of~~ Notable Labs, Ltd. (the “Company” or “Notable”) and ~~approved~~its subsidiaries filed a ~~streamlined~~voluntary petition for relief (the “Petitions”) under the provisions of chapter ~~operating~~7 ~~plan~~of ~~which~~title ~~includes~~11 ~~exploring~~of ~~strategic~~the ~~alternatives~~United ~~focused~~States onCode, ~~maximizing~~11 ~~shareholder~~U.S.C. ~~value~~§§ 101, et seq. (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on October 13, 2024.

InThe ~~order~~proceedings tounder ~~conserve~~the ~~cash~~Petitions inare ~~connection~~styled ~~with~~as ~~the~~“In ~~streamlined~~re ~~operating~~Notable ~~plan~~Labs, ~~the~~Ltd.,” ~~Board~~“In ofre ~~Directors~~Notable ~~also~~Labs, ~~approved: (i) immediately pausing~~Inc.,” ~~the~~“In ~~implementation~~re ofNotable ~~the~~Therapeutics, ~~planned~~Inc.” ~~Phase~~and 2“In ~~study~~re ofVBL ~~Volasertib~~Inc.” inAs ~~relapsed/refractory AML (r/r AML), and (ii)~~ a ~~reduction~~result inof the ~~Company’s employee~~filing ~~workforce and outside consultants by approximately 65%, which~~ the ~~Company expects to substantially complete by September 24~~Petitions, ~~2024.~~a ~~The~~chapter ~~Company~~7 ~~anticipates~~trustee ~~recognizing~~will ~~approximately~~be ~~$0.1~~appointed ~~million~~by ~~in total charges in connection with~~ the ~~reduction~~Bankruptcy inCourt ~~force, which costs are expected~~ to beadminister ~~substantially recognized in~~ the ~~third~~bankruptcy ~~and~~estates ~~fourth quarters~~ of ~~2024.~~the ~~These~~Company ~~charges~~and ~~will~~each ~~consist primarily~~ of ~~cash~~its subsidiaries ~~charges~~and ~~for~~to ~~termination~~perform ~~benefits. The charges~~ the ~~Company~~duties ~~expects~~set toforth ~~incur~~ in ~~connection~~section ~~with~~704 ~~this~~of ~~reduction in workforce and~~ the ~~implementation of~~Bankruptcy aCode. ~~strategic~~The ~~alternatives~~assets ~~process are subject to a number~~ of ~~assumptions,~~the ~~risks~~Company and ~~uncertainties,~~its ~~and~~subsidiaries ~~actual~~will ~~results~~be ~~may materially~~liquidated ~~differ.~~and ~~The~~all ~~Company~~claims ~~may~~paid ~~also~~in ~~incur~~accordance ~~other material charges not currently contemplated due to events that may occur as a result of, or associated~~ with, ~~these~~the ~~actions~~Bankruptcy Code.

~~Forward-Looking~~Item ~~Statements~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~Tuomo ~~report~~Pätsi, ~~contains~~Thomas ~~“forward-looking~~I. ~~statements”~~H. ~~within~~Dubin, ~~the~~Peter ~~meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995~~Feinberg, ~~including~~Michele ~~but not limited to~~Galen, ~~express~~Thomas orGraney ~~implied statements regarding Notable’s strategic alternatives process; streamlined operating plan; the expected costs of the reduction in force~~ and ~~the~~Michael ~~timing~~Rice oftendered ~~recognition~~their ofresignations ~~such charges;~~as ~~Notable’s future operations and goals; the potential benefits of any therapeutic~~members ~~candidates or platform technologies~~ of ~~Notable;~~ the ~~timing of any clinical milestones of Notable~~Company’s ~~therapeutic candidates; the cash runway of the company;~~ and ~~other~~its ~~statements~~subsidiaries’ ~~that~~Boards ~~are not historical fact. All statements other than statements~~ of ~~historical~~Directors, ~~fact contained~~which inresignations ~~this communication are forward-looking statements. These forward-looking statements are made as of the date they~~ were ~~first issued,~~effective ~~and are based~~ on ~~the~~October ~~then-current expectations~~13, ~~estimates,~~2024 ~~forecasts, and projections,~~ as ~~well~~of asimmediately following the ~~beliefs~~filing ~~and assumptions~~ of ~~management~~the Petitions. ~~Forward-looking~~The ~~statements~~resignations ~~are subject to a number~~ of ~~risks~~Tuomo ~~and uncertainties~~Pätsi, ~~many~~Thomas ofI. ~~which involve factors or circumstances that are beyond Notable’s control~~H. ~~Notable’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors~~Dubin, ~~including~~Peter ~~but not limited to (i) uncertainties associated with Notable’s platform technologies~~Feinberg, as ~~well~~Michele ~~as risks associated with the clinical development and regulatory approval of product candidates~~Galen, ~~including potential delays in~~Thomas ~~the~~Graney ~~commencement, enrollment~~ and ~~completion~~Michael ofRice ~~clinical~~are ~~trials;~~not ~~(ii) risks related to~~ the ~~inability~~result of ~~Notable to obtain sufficient additional capital to continue to advance these product candidates and~~ any ~~preclinical~~disagreements ~~programs;~~with ~~(iii)~~the ~~uncertainties~~Company inregarding ~~obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (iv) risks related to~~ the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; (v) risks associated with NotableCompany’s ~~future financial and operating results~~operations, ~~including~~policies ~~its ability to become profitable; (vi) Notable’s ability to retain key personnel; (vii) Notable’s ability~~or topractices. ~~manage~~Each ~~the requirements~~ of ~~being~~the adirectors ~~public~~resigned ~~company;~~due ~~(viii) uncertainties relating~~ to the ~~Israel-Hamas war; (ix) Notable~~Company’s ~~ability to obtain orphan drug designation,~~ and ~~the associated benefits, for any of~~ its ~~drug candidates; (x) Notable~~subsidiaries’s ~~inability~~filing ~~to obtain regulatory approval for any~~ of ~~its~~the ~~drug candidates; and (xi) changes in~~Petitions, orwhich ~~additions to international, federal, state or local legislative~~effectively ~~requirements,~~eliminates ~~such as changes in or additions to tax laws or rates, pharmaceutical regulations, and other regulations. Actual results and~~ the ~~timing~~powers of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the ~~U.S.~~Company’s ~~Securities~~ and ~~Exchange~~ ~~Commission~~its ~~(“SEC”),~~subsidiaries’ ~~including~~Boards ~~the factors described in the section titled “Risk Factors” in the Annual Report on Form 10-K~~ of ~~Notable Labs, Ltd~~Directors. ~~for~~Following the ~~year~~director ~~ended December 31~~resignations, ~~2023 as filed with~~ the ~~SEC, and in other subsequent filings~~ ~~with~~Company ~~the~~has ~~SEC.~~no ~~You~~members ~~should~~serving ~~not place undue reliance~~ on ~~these~~its ~~forward-looking~~Board ~~statements, which are made only as~~ of ~~the date hereof or as of the dates indicated in the forward-looking statements~~Directors. Notable expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

The Company also terminated Scott A. McPherson, the Company’s Chief Financial Officer, and Joseph Wagner, the Company’s Chief Scientific Officer, each effective October 8, 2024, and the Company’s Chief Restructuring Officer and Interim Chief Executive Officer, Kaile A. Zagger, was also terminated from such positions and became an advisor to the Company effective as of October 8, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~NOTABLE LABS, LTD.~~	NOTABLE LABS, LTD.
Date:September 19, 2024	By:	/s/ Kaile A. Zagger
Date:	October 13, 2024	By:	/s/ Tuomo Pätsi
	~~Name:~~	~~Kaile A. Zagger~~Name:	Tuomo Pätsi
	~~Title:~~	~~Chief Restructuring Officer and Interim Chief Executive Officer~~Title:	Authorized Signatory of Notable Labs, Ltd.

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