Microbot Medical Inc. — Major Shareholding Notification 2017

Aug 16, 2017

SC 13G/A 1 sc13g0817a1lane_microbot.htm AMENDMENT NO.1 SCHEDULE13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

MICROBOT MEDICAL, INC.

F/K/A STEMCELLS, INC.

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(Name of Issuer)

COMMON STOCK

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(Title of Class of Securities)

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(CUSIP Number)

August 9, 2017

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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s)

Page 1 of 5 Pages

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CUSIP No. 13G Page 2 of 5 Pages

1. NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lane Ventures Inc.

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) ☐

(b) ☐

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1. SEC USE ONLY

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1. CITIZENSHIP OR PLACE OF ORGANIZATION

New York

1. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,412,150*

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1. SHARED VOTING POWER – None

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1. SOLE DISPOSITIVE POWER – 1,412,150*

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1. SHARED DISPOSITIVE POWER – None

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1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,412,150*

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1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

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1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4% * (based on 34,805,333 total outstanding shares of common stock as of July 24, 2017)

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1. TYPE OF REPORTING PERSON

CO

• The number of shares owned by Lane Ventures Inc. does not include any shares issued to Alpha Capital Anstalt. Lane Ventures Inc. disclaims beneficial ownership of any shares issued to Alpha Capital Anstalt.

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CUSIP No. 13G Page 3 of 5 Pages

ITEM 1 (a) NAME OF ISSUER: Microbot Medical, Inc. f/k/a StemCells, Inc.

ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

5 HaMada Street, Yokneam 2069204, Israel

ITEM 2 (a) NAME OF PERSON FILING: Lane Ventures Inc.

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

740 Central Avenue, Woodmere, New York 11598

ITEM 2 (c) CITIZENSHIP: New York

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock

ITEM 2 (e) CUSIP NUMBER:

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4 OWNERSHIP

(a) AMOUNT BENEFICIALLY OWNED: 1,412,150 *

(b) PERCENT OF CLASS: 4% *

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

1,412,150 *

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

0 Shares

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

1,412,150 *

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

0 Shares

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CUSIP No. 13G Page 4 of 5 Pages

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Lane Ventures Inc.’s ownership is now less than 5%

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable

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CUSIP No. 13G Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| August
15, 2017 |
| --- |
| (Date) |
| /s/
Joseph Hammer |
| (Signature) |
| Joseph
Hammer, President |
| (Name/Title) |

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