Aurum Ventures M.K.I. SC 13G/A Vascular Biogenics / Aurum Ventures M.K.I. ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 3)*

Vascular Biogenics Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01

(Title of Class of Securities)

M96883109

(CUSIP Number)

Ilan Lior

General Counsel

Aurum Group

16 Abba Hillel Road

Ramat Gan 5250608, Israel

Tel +972-3-576-2424

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 2021

(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(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

* 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 disclosures provided in a prior cover page.

The information required on 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 (the “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).

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.

Item 1.

(a)	Name of Issuer Vascular Biogenics Ltd.

(b)	Address of Issuer’s Principal Executive Offices 8 HaSatat St. Modi’in, Israel 7178106

Item 2.

(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

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(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).

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

With respect to each of the Reporting Persons:

(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

By way of his beneficial ownership of all outstanding shares of the Reporting Entity, the Reporting Individual exercises shared voting and dispositive power with respect to all 6,839,059 Ordinary Shares that are beneficially owned by the Reporting Entity and that are reported in this Amendment No. 3.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. (See Item 5)

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

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

Aurum Ventures M.K.I. SC 13G/AVascular Biogenics / Aurum Ventures M.K.I. ownership change