SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Elevai Labs Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 |
| (Title of Class of Securities) |
| 28622K 203 |
| (CUSIP Number) |
| September 24, 2024 |
| (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 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 and 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. 28622K 203 | 13G | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS | ||
| S.H.N. Financial Investments Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP | ||
(a) ☐ | |||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Israel | |||
| 5 | SOLE VOTING POWER | ||
| 3,041,575 (1)(2)(3) | |||
| NUMBER OF | 6 | SHARED VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 0 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH REPORTING | |||
| PERSON WITH | 3,041,575 (1)(2)(3) | ||
| 8 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 3,041,575 (1)(2)(3) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 9.99% (3) | |||
| 12 | TYPE OF REPORTING PERSON | ||
OO (4) | |||
| (1) | Represents 2,300,000 shares of the Issuer’s Common Stock purchased by the Reporting Person and, due to a 9.99% beneficial ownership limitation, 741,575 shares of the Issuer’s Common Stock issuable upon the exercise of pre-funded warrants exercisable within 60 days. |
| (2) | Does not include 2,672,710 shares of Common Stock issuable upon the exercise of pre-funded warrants, which are subject to a 9.99% beneficial ownership limitation. Also does not include 5,714,285 shares of the Issuer’s Common Stock underlying Series A Warrants and 5,714,285 shares of the Issuer’s Common Stock underlying Series B Warrants, both of which are subject to 9.99% beneficial ownership limitation. The Warrants referred to above are subject to certain adjustments, including the potential reduction to the exercise price and increase in underlying shares of Common Stock issuable upon exercise thereof. |
| (3) | Based on 29,704,614 shares of Common Stock outstanding upon the closing of an offering based upon the pre-offering shares outstanding as disclosed in the Issuer’s Final Prospectus on Form 424b(4) filed on September 24, 2024, and disclosure in the Issuer’s Current Report on Form 8-K filed on September 25, 2024. |
| (4) | The Reporting Person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b). |
| CUSIP No. 28622K 203 | 13G | Page 3 of 5 Pages |
Item 1. Security and Issuer.
| (a) | Name of Issuer: |
Elevai Labs Inc.
(b) |
Address of Issuer: |
120 Newport Center Drive, Suite 250
Newport Beach, CA 92660
Item 2. Identity and Background.
| (a) | Name of Person Filing: |
| S.H.N. Financial Investments Ltd. | |
| (b) | Address of Principal Business Office or, if none, Residence: |
Herzliya Hills Arik Einstein 3, Israel, 4610301 | |
| (c) | Citizenship or Place of Organization: |
| Israel | |
| (d) | Title of Class of Securities: |
| Common Stock, par value $0.0001 per share. | |
| (e) | CUSIP Number: |
| 28622K 203 |
Item 3.
Not applicable.
| CUSIP No. 28622K 203 | 13G | Page 4 of 5 Pages |
Item 4. Ownership.
| (a) | The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference. |
| (b) | The percentage set forth on Row (11) of the cover page for the reporting person is based upon 29,704,614 shares of Common Stock outstanding upon the closing of an offering based upon the pre-offering shares outstanding as disclosed in the Issuer’s Final Prospectus on Form 424b(4) filed on September 24, 2024, and disclosure in the Issuer’s Current Report on Form 8-K filed on September 25, 2024. |
| (c) | Nir Shamir is the Chief Executive Officer of SHN. As such, SHN and Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes. |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ☐ |
| Item 6. | Ownership of More than 5 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 or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications.
|
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.
| CUSIP No. 28622K 203 | 13G | Page 5 of 5 Pages |
SIGNATURES
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.
| By: | S.H.N. Financial Investments Ltd. | |
| October 2, 2024 | By: | /s/ Nir Shamir |
| Nir Shamir, Chief Executive Officer | ||