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.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
(CUSIP Number)
August 9, 2017
(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
| 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.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,412,150*
6. SHARED VOTING POWER – None
7. SOLE DISPOSITIVE POWER – 1,412,150*
8. SHARED DISPOSITIVE POWER – None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 1,412,150*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11. 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)
12. 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.
| 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
| 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
| 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) |