Filed pursuant to Rule 424(b)(3)
Registration No. 333-255249
PROSPECTUS
6,951,292 American Depositary Shares
Representing 139,025,840 Ordinary Shares
Warrants to purchase 261,929 American
Depositary Shares Representing 5,238,580 Ordinary Shares
Chemomab Therapeutics Ltd.
This prospectus relates to
the proposed resale from time to time of up to 7,213,221 ADSs, each representing 20 Ordinary Shares, by the selling shareholders named
herein, or the selling shareholders, together with any additional selling shareholders listed in a prospectus supplement.
The selling shareholders received
these ADSs from us either (i) pursuant to a private placement transaction, which was consummated on March 16, 2021, or the Private Placement,
or (ii) in exchange for shares in Chemomab Ltd., which were converted to ADSs upon the consummation of the merger on March 16, 2021, or
the Merger, pursuant to that Agreement and Plan of Merger, or the Merger Agreement, dated December 14, 2020 by and among the Registrant,
Chemomab Ltd. and CMB Acquisition Ltd., or Merger Sub. We are registering the offer and resale of ADSs acquired in the Private Placement
to satisfy a covenant set forth in the securities purchase agreement, or the SPA, under which the private placement was effected, pursuant
to which we agreed to register the resale of these ADSs, and warrants to purchase our ADSs, within a limited period of time following
the date of the SPA. Additionally, we are registering the offer and resale of ADSs issued in connection with the Merger to comply with
that certain registration rights agreement, or the Registration Rights Agreement, dated December 14, 2020, by and among the Registrant,
the founders of Chemomab Ltd., Adi Mor and Kobi George, and certain additional shareholders of Chemomab Ltd., listed therein, pursuant
to which certain of the shareholders of Chemomab Ltd. are entitled to customary demand registration rights.
We will not receive any of
the proceeds from the sale of our ADSs by the selling shareholders. All net proceeds from the sale of these ADSs will go to the selling
shareholders. However, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up
to $4,544,699 if all warrants issued to the selling shareholders are exercised.
Any ADSs subject to resale
hereunder will have been issued by us and received by the selling shareholders prior to any resale of such ADSs pursuant to this prospectus.
The selling shareholders,
or their donees, pledgees, transferees or other successors-in-interest, may offer or resell the shares from time to time through public
or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
The selling shareholders will bear all commissions and discounts, if any, attributable to the sale of shares. We will bear all costs,
expenses and fees in connection with the registration of the shares. For additional information on the methods of sale that may be used
by the selling shareholders, see “Plan of Distribution” beginning on page 10 of this prospectus.
Our ADSs, representing our
Ordinary Shares, are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CMMB.” On April 13, 2021, the last
reported sale price of our ADSs as reported on Nasdaq was $39.34 per ADS.
Investing in our securities
involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 37 in
our Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 14, 2021, page 38 in our most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus and in any applicable prospectus
supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 28, 2021
ABOUT THIS PROSPECTUS
The selling shareholders may
resell, from time to time, in one or more offerings or otherwise as described under “Plan of Distribution”, the ADSs and ADSs
issuable upon exercise of the warrants covered herein and offered by this prospectus. Information about the selling shareholders may change
over time. When the selling shareholders sell our ADSs, or ADSs issuable upon exercise of the warrants covered under this prospectus,
we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that
offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. If a prospectus
supplement is provided and the description of the offering in the prospectus supplement varies from the information in this prospectus,
you should rely on the information in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus
supplement, if any, along with all of the information incorporated by reference herein and therein, before making an investment decision.
You should rely only on
the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the
selling shareholders have not, authorized any other person to provide you with different or additional information. If anyone provides
you with different or additional information, you should not rely on it. This prospectus is not an offer to sell, nor are the selling
shareholders seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where the offer or sale is not permitted.
No offers or sales of any of the ADSs are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume
that the information contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front
cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable
prospectus supplement or any sales of the ADSs, or ADSs issuable upon exercise of the warrants covered herein, offered hereby or thereby.
You should read the entire
prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference
into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision.
See “Where You Can Find More Information.” Neither the delivery of this prospectus or any prospectus supplement or any issuer
free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated
by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date
hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing
in this prospectus, any prospectus supplement or any document incorporated by reference herein or therein is accurate only as of the date
of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial
condition, results of operations and prospects may have changed since that date.
Unless the context otherwise
indicates, references in this prospectus to “we,” “our,” “us,” “Chemomab” or “the
Company” refer, collectively, to Chemomab Therapeutics Ltd., an Israeli company, and its subsidiaries.
PROSPECTUS SUMMARY
This summary provides an
overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information
you should consider before investing in our securities. You should carefully read the prospectus, the applicable prospectus supplement
and any related free writing prospectus, the information incorporated by reference herein and the registration statement of which this
prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors”
in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated by
reference in this prospectus.
Our Business
Chemomab is a clinical-stage
biotech company discovering and developing innovative therapeutics for conditions with high unmet medical need that involve inflammation
and fibrosis. CM-101, the company’s lead clinical product candidate, is a first-in-class humanized monoclonal antibody which hinders
the fundamental function of the soluble chemokine CCL24, also known as eotaxin-2, as a regulator of major inflammatory and fibrotic pathways.
We have shown that CM-101 interferes with the underlying biology of inflammation and fibrosis using a novel and differentiated mechanism
of action and is actively advancing CM-101 into staggered Phase 2 clinical studies to treat patients with liver, skin, and lung fibrosis.
We have completed two Phase 1a clinical studies at varying doses using different administration methods, as well as a Phase 1b safety,
tolerability and proof-of-mechanism clinical study of CM-101 in non-alcoholic fatty liver disease, or NAFLD, patients. We are currently
conducting a Phase 2a clinical study in primary sclerosing cholangitis, or PSC, a rare obstructive and cholestatic liver disease, in the
United Kingdom and Israel and we are planning a Phase 2 study in systemic sclerosis, or SSc, a rare autoimmune rheumatic disease characterized
by accumulation of collagen, or fibrosis, this year. Although our primary focus relates to these two rare indications, an additional Phase
2a clinical study expanding the understanding of CM-101 in non-alcoholic steatohepatitis, or NASH, has been initiated and will provide
important safety and PK data designed to support the development of CM-101 subcutaneous formulation.
Fibrosis is the abnormal and
excessive accumulation of collagen and extracellular matrix, the non-cellular component in all tissues and organs, consisting of macromolecules
such as collagen, that provide structural and biochemical support to surrounding cells, leading to scarring and thickening of connective
tissues, affecting tissue properties and potentially leading to organ failure. Fibrosis can occur in many different tissues, including
lung, liver, kidney, muscle, skin, and the gastrointestinal tract, resulting in a growing number of progressive fibrotic conditions. A
healthy inflammatory response is necessary for efficient tissue repair. However, fibrosis and inflammation are intrinsically linked and
a prolonged inflammatory response can contribute to the pathogenesis of fibrosis.
We have pioneered the therapeutic
targeting of CCL24, a chemokine that promotes various types of cellular processes that regulate inflammatory and fibrotic activities through
the CCR3 receptor. The chemokine is expressed in monocytes, macrophages, activated T cells, fibroblasts, endothelial cells, and epithelial
cells, including the bile duct epithelial cells called cholangiocytes. We have developed a novel CCL24 inhibiting product candidate with
dual anti-fibrotic and anti-inflammatory activity allowing it to challenge the complex interplays of both of these inflammatory and fibrotic
mechanisms that drive fibrotic indications. This innovative approach is being developed for difficult to treat rare diseases, also known
as orphan indications or diseases, such as PSC and SSc, for which patients have no established standard of care treatment options.
Recent Developments
On March 16, 2021, we consummated
the Merger pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Chemomab Ltd.,
with Chemomab Ltd. surviving the Merger as our wholly owned subsidiary. In connection with the Merger, on March 16, 2021, we changed our
name from Anchiano Therapeutics Ltd. to Chemomab Therapeutics Ltd.
Corporate Information
We were incorporated under
the laws of the State of Israel in 2015 under the name Anchiano Therapeutics Ltd. In March 2021, in connection with the Merger, we changed
our name to Chemomab Therapeutics Ltd. Our principal executive offices are located at Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002,
and our phone number is +972-77-331-0156. Our website is: www.chemomab.com. The information contained on, or that can be accessed
through, our website is not incorporated by reference into this prospectus. We have included our website address as an inactive textual
reference only.
RISK FACTORS
An investment in our securities
involves certain risks. Before investing in our securities, you should carefully consider the risk set forth below, as well as the risks
described in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2021, our most recent Annual
Report on Form 10-K, any updates to those risks in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with all
of the other information appearing in this prospectus or incorporated by reference into this prospectus. The risks so described are not
the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our
business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations
and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities offered by means
of this prospectus could decline due to any of these risks, and you may lose all or part of your investment.
The sale of a substantial
number of shares of our ADSs in the public market, including resale of the ADSs issued to the selling shareholders, could adversely affect
the prevailing market price for our ADSs.
We are registering for resale
of 6,951,292 ADSs and 261,929 ADSs issuable upon the exercise of warrants to purchase ADSs that we have issued to the selling shareholders
pursuant to the SPA. Sales of substantial amounts of our ADSs in the public market, or the perception that such sales might occur, could
adversely affect the market price of our ADSs, and the market value of our other securities. We cannot predict if and when the selling
shareholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional ADSs or other equity or debt
securities exercisable for, or convertible into, our ADSs. Any such issuances could result in substantial dilution to our existing shareholders
and could cause our stock price to decline.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information
incorporated by reference in this prospectus include “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. These forward-looking statements are based on current expectations, estimates, forecasts, projections about the industry
in which we operate and the beliefs and assumptions of our management.
These forward-looking statements
reflect our current views about future events and are subject to risks, uncertainties and assumptions. These statements should not be
relied upon as predictions of future events as we cannot assure you that the events or circumstances reflected in these statements will
be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including “believes,”
“expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,”
“pro forma,” “estimates,” or “anticipates” or the negative of these words and phrases or other
variations of these words and phrases or comparable terminology.
All statements other than
statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements
include any statements of the plans, strategies and objectives of management for future operations, including the execution of integration
and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products, services or developments;
any statements regarding future economic conditions or performance; any statements regarding the impact of the COVID-19 pandemic on our
business or financial condition; statements of belief and any statement of assumptions underlying any of the foregoing.
These forward-looking statements include, but
are not limited to, statements concerning the following:
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the expected benefits of and potential value created by the Merger for our shareholders;
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any statements of the plans, strategies and objectives of management for future operations;
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any statements concerning our ability to protect and enhance our products, product candidates and intellectual property;
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any statements concerning proposed new products, services or developments;
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any statements concerning the attraction and retention of highly qualified personnel;
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any statements regarding expectations concerning our relationships and actions with third parties;
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future regulatory, judicial and legislative changes in our industry;
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any statements regarding future economic conditions or performance;
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any statements regarding the impact of the COVID-19 pandemic on our business or financial condition;
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our ability to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act;
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our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act;
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statements of belief and any statement of assumptions underlying any of the foregoing;
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the timing of our ongoing or planned clinical trials;
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the timing of and our ability to obtain and maintain regulatory approvals for any future product candidates; and
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those risks detailed in the section of this prospectus entitled “Risk Factors,” and those risks described in the documents we file from time to time with the SEC that are incorporated by reference in this prospectus, specifically our most recent Annual Report on Form 10-K, Form 10-Q and our Current Reports on Form 8-K.
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Except as required
by applicable law, including the securities laws of the United States, we undertake no obligation to update or revise any forward-looking
statements to reflect new information, future events or circumstances, or otherwise after the date hereof.
USE OF PROCEEDS
All of the proceeds from
the sale of any ADSs offered under this prospectus are for the account of the selling shareholders. Accordingly, we will not receive any
proceeds from the sales of these securities, although we will receive cash proceeds equal to the total exercise price of warrants that
are exercised for cash, or up to $4,544,699 if all warrants issued to the selling shareholders are exercised. We will bear all costs,
expenses and fees in connection with the registration of the ADSs offered under this prospectus, whereas the selling shareholders will
bear all brokerage commissions and similar selling expenses.
SELLING SHAREHOLDERS
Background Regarding the Selling Shareholders
On March 25, 2021, we issued
2,619,270 ADSs and warrants to purchase up to 261,929 ADSs, in a private placement, exempt from registration under the Securities Act,
pursuant to the SPA.
Under the terms of the SPA,
each executed concurrently with the selling shareholders, we agreed, among other things:
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(i)
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to issue to the selling shareholders 2,619,270 ADSs and warrants to purchase up to 261,929 ADSs; and
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(ii)
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to file a registration statement with the SEC under the Securities Act within 30 days of March 16, 2021, in order to register the resale of the ADSs and warrants to purchase ADSs issued pursuant to the SPA, and to have that registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies us that it will “review” the registration statement) following March 16, 2021 and (ii) the 10th business day after the date we may be notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
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Furthermore, certain of the
selling shareholders, including OrbiMed Israel Partners Limited Partnership, Rivendell Investments 2017-9 LLC, Adi Mor and Kobi George,
were allocated shares in Chemomab Ltd. prior to the consummation of the Merger. In connection with the consummation of the Merger, such
shares in Chemomab Ltd. were converted into our ADSs in accordance with the applicable exchange ratio set forth in the Merger Agreement.
The foregoing selling shareholders are registering 4,332,022 ADSs under this Registration Statement on Form S-3. Under the terms of the
Registration Rights Agreement, to which each of the foregoing selling shareholders is a party, we agreed to certain customary demand registration
rights, which these selling shareholders have utilized for purposes of registering their ADSs under this Registration Statement on Form
S-3.
Information About Selling Shareholders
The following table sets
forth the number and percentage of ADSs beneficially owned by the selling shareholders as of March 25, 2021, taking into account number
of securities that may be offered under this prospectus and the number and percentage of our ADSs beneficially owned by the selling shareholders
assuming all of the shares offered under this prospectus are sold. Except as otherwise noted herein, the number and percentage of ADSs
beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any ADSs as to which the individual
has sole or shared voting power or investment power and also any ADSs which the individual has the right to acquire within 60 days of
the date of this prospectus through the exercise of any option or other right.
All information contained
in the table below and the footnotes thereto is based upon information provided to us by the selling shareholders. The information in
the table below and the footnotes thereto regarding ADSs to be beneficially owned after the offering under this prospectus assumes the
sale of all ADSs being offered by the selling shareholders under this prospectus. The percentage of ADSs owned prior to and after the
offering under this prospectus is based on 10,697,997 ADSs outstanding as of March 25, 2021. Unless otherwise indicated in the footnotes
to this table, we believe that the selling shareholders have sole voting and investment power with respect to the shares of our ADSs indicated
as beneficially owned.
Except as described above,
or in the footnotes below, neither the selling shareholders nor any of its affiliates, officers, directors or principal equity holders
have held any position or office or had any other material relationship with us or our affiliates within the past three years.
As used in this prospectus,
the term “selling shareholders” includes the selling shareholders named below and any donees, pledgees, transferees or other
successors-in-interest selling our ADSs received after the date of this prospectus from the selling shareholders as a gift, pledge, or
other non-sale related transfer.
The number of ADSs in the
column “Maximum Number of Shares Offered” represents all of the ADSs that the selling shareholders may offer under this prospectus.
The fourth column assumes the sale of all the ADSs offered by the selling shareholders under this prospectus and that the selling shareholders
does not acquire any additional ADSs before the completion of the offering under this prospectus. However, because the selling shareholders
may sell all or some of the ADSs offered under this prospectus from time to time, or in another permitted manner, we cannot assure you
as to the actual number of ADSs that will be sold by the selling shareholders or that will be held by the selling shareholders after completion
of any sales. The selling shareholders may sell some, all or none of the ADSs offered under this prospectus. We do not know how long the
selling shareholders will hold the ADSs offered under this prospectus before selling them, and we currently have no agreements, arrangements
or understandings with the selling shareholders regarding the sale of any of the ADSs.
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Ownership Before
Offering
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Ownership After
Offering
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Selling Shareholders
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Number of
ADSs
beneficially
owned
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Percentage
of
ADSs
beneficially
owned
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Maximum
number of
ADSs
offered
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Number of
ADSs
beneficially
owned
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Percentage
of
ADSs
beneficially
owned
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Apeiron Presight Capital Fund II, LP(1)
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316,987
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2.96
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%
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316,987
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-
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-
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OrbiMed Israel Partners Limited Partnership(2)
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2,606,991
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24.30
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%
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2,606,991
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-
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-
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Cormorant Global Healthcare Master Fund, LP(3)
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301,201
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2.81
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%
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301,201
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-
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-
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Stonepine Capital, LP(4)
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253,590
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2.37
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%
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253,590
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-
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-
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Ikarian Healthcare Master Fund, LP(5)
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221,400
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2.07
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%
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221,400
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-
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Boothbay Absolute Return Strategies, LP (Ikarian)(6)
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19,456
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0.18
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%
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19,456
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-
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Boothbay Diversified Alpha Master Fund, LP (Ikarian)(7)
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12,735
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0.12
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%
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12,735
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-
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-
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Rivendell Investments 2017-9 LLC(8)
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1,131,563
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10.55
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%
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1,131,563
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-
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-
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Apeiron Investment Group Ltd.(9)
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158,493
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1.48
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%
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158,493
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-
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-
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Maven Investment Partners US Limited - NY Branch(10)
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139,219
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1.30
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%
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139,219
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-
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-
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Lincoln Park Capital Fund, LLC(11)
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137,500
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1.28
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%
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137,500
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-
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-
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Granite Point Capital Panacea Global Healthcare Fund(12)
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137,500
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1.28
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%
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137,500
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-
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-
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FiveT Capital AG/FiveT Investment Management(13)
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103,125
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0.96
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%
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103,125
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-
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-
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Altium Growth Fund, LP(14)
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103,125
|
|
|
|
0.96
|
%
|
|
|
103,125
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CVI Investments(15)
|
|
|
103,125
|
|
|
|
0.96
|
%
|
|
|
103,125
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Milestone View Limited(16)
|
|
|
51,563
|
|
|
|
0.48
|
%
|
|
|
51,563
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUGC Biofund, LP(17)
|
|
|
44,688
|
|
|
|
0.42
|
%
|
|
|
44,688
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cavalry Fund I LP(18)
|
|
|
22,344
|
|
|
|
0.21
|
%
|
|
|
22,344
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cavalry Special Ops Fund, LLC(19)
|
|
|
22,344
|
|
|
|
0.21
|
%
|
|
|
22,344
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3i, LP(20)
|
|
|
44,688
|
|
|
|
0.42
|
%
|
|
|
44,688
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bigger Capital Fund, LP(21)
|
|
|
37,662
|
|
|
|
0.35
|
%
|
|
|
37,662
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boothbay Absolute Return Strategies, LP (Kingsbrook)(22)
|
|
|
22,344
|
|
|
|
0.21
|
%
|
|
|
22,344
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
District 2 Capital Fund LP(23)
|
|
|
19,402
|
|
|
|
0.18
|
%
|
|
|
19,402
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRMA SPV, L.P.(24)
|
|
|
15,786
|
|
|
|
0.15
|
%
|
|
|
15,786
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boothbay Diversified Alpha Master Fund LP (Kingsbrook)(25)
|
|
|
13,407
|
|
|
|
0.13
|
%
|
|
|
13,407
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kingsbrook Opportunities Master Fund LP(26)
|
|
|
8,938
|
|
|
|
0.08
|
%
|
|
|
8,938
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adi Mor(27)
|
|
|
649,550
|
|
|
|
6.07
|
%
|
|
|
649,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kobi George(28)
|
|
|
514,495
|
|
|
|
4.81
|
%
|
|
|
514,495
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Consists of 288,170 outstanding ADSs and 28,817 ADSs issuable upon exercise of outstanding warrants. Each of Fabian Hansen and Christian Angermayer may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(2)
|
Consists of 2,578,174 outstanding ADSs and 28,817 ADSs issuable upon exercise of outstanding warrants. OrbiMed Israel GP Ltd. (“OrbiMed Israel”), pursuant to its authority as the general partner of OrbiMed Israel BioFund GP Limited Partnership (“OrbiMed BioFund”), the general partner of OrbiMed Israel Partners Limited Partnership (“OIP”), may be deemed to indirectly beneficially own the ADSs held by OIP. OrbiMed BioFund, pursuant to its authority as the general partner of OIP, may be deemed to indirectly beneficially own the ADSs held by OIP. As a result, OrbiMed Israel and OrbiMed BioFund and OIP share the power to direct the vote and to direct the disposition of the ADSs held by OIP.
|
|
|
|
|
(3)
|
Consists of 273,819 outstanding ADSs and 27,382 ADSs issuable upon exercise of outstanding warrants. Bihua Chen may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(4)
|
Consists of 230,536 outstanding ADSs and 23,054 ADSs issuable upon exercise of outstanding warrants. Each of Joe M. Plexico and Timothy P. Lynch may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(5)
|
Consists of 201,273 outstanding ADSs and 20,127 ADSs issuable upon exercise of outstanding warrants. Ikarian Healthcare Master Fund, LP may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(6)
|
Consists of 17,687 outstanding ADSs and 1,769 ADSs issuable upon exercise of outstanding warrants. Boothbay Absolute Return Strategies, LP, the selling shareholder and a Delaware limited partnership (“BBARS”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the managing member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
|
|
|
|
|
(7)
|
Consists of 11,577 outstanding ADSs and 1,158 ADSs issuable upon exercise of outstanding warrants. Boothbay Diversified Alpha Master Fund LP, the selling shareholder and a Cayman Islands limited partnership (“BBDAMF”), is managed by Boothbay. Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the managing member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
|
|
|
|
|
(8)
|
Consists of 1,108,509 outstanding ADSs and 23,054 ADSs issuable upon exercise of outstanding warrants. Peter Thiel may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(9)
|
Consists of 144,085 outstanding ADSs and 14,408 ADSs issuable upon exercise of outstanding warrants. Christian Angermayer may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(10)
|
Consists of 126,563 outstanding ADSs and 12,656 ADSs issuable upon exercise of outstanding warrants. Jose R. Castillo may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(11)
|
Consists of 125,000 outstanding ADSs and 12,500 ADSs issuable upon exercise of outstanding warrants. Each of Joshua Scheinfeld and Jonathan Cope, the principals of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of the ADSs held by the selling shareholder. Messer. Scheinfeld and Cope have shared voting and disposition power.
|
|
|
|
|
(12)
|
Consists of 125,000 outstanding ADSs and 12,500 ADSs issuable upon exercise of outstanding warrants. Warren Lammert may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
(13)
|
Consists of 93,750 outstanding ADSs and 9,375 ADSs issuable upon exercise of outstanding warrants. Johannes Minho Roth may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(14)
|
Consists of 93,750 outstanding ADSs and 9,375 ADSs issuable upon exercise of outstanding warrants. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment power with respect to the ADSs held by the selling shareholder. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these shares.
|
|
(15)
|
Consists of 93,750 outstanding ADSs and 9,375, ADSs issuable upon exercise of outstanding warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these ADSs. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc. is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in this Offering.
|
|
|
|
|
(16)
|
Consists of 46,875 outstanding ADSs and 4,688 ADSs issuable upon exercise of outstanding warrants. Each of William Green and Dion Kendall may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(17)
|
Consists of 40,625 outstanding ADSs and 4,063 ADSs issuable upon exercise of outstanding warrants. Evan Curtis Markegard may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(18)
|
Consists of 20,313 outstanding ADSs and 2,031 ADSs issuable upon exercise of outstanding warrants. Thomas Walsh may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(19)
|
Consists of 20,313 outstanding ADSs and 2,031 ADSs issuable upon exercise of outstanding warrants. Thomas Walsh may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(20)
|
Consists of 40,625 outstanding ADSs and 4,063 ADSs issuable upon exercise of outstanding warrants. Maier J Tarlow may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(21)
|
Consists of 34,238 outstanding ADSs and 3,424 ADSs issuable upon exercise of outstanding warrants. Michael Bigger may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(22)
|
Consists of 20,313 outstanding ADSs and 2,031 ADSs issuable upon exercise of outstanding warrants. Boothbay Absolute Return Strategies, LP, the selling shareholder and a Delaware limited partnership (“BBARS”), is managed by Boothbay. Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the managing member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
|
|
|
|
|
(23)
|
Consists of 17,638 outstanding ADSs and 1,764 ADSs issuable upon exercise of outstanding warrants. Michael Bigger may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(24)
|
Consists of 14,351 outstanding ADSs and 1,435 ADSs issuable upon exercise of outstanding warrants. Bihua Chen may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(25)
|
Consists of 12,188 outstanding ADSs and 1,219 ADSs issuable upon exercise of outstanding warrants. Boothbay Diversified Alpha Master Fund LP, the selling shareholder and a Cayman Islands limited partnership (“BBDAMF”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the managing member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
|
|
|
|
|
(26)
|
Consists of 8,125 outstanding ADSs and 813 ADSs issuable upon exercise of outstanding warrants. Kingsbrook Partners LP (“Kingsbrook Partners”) is the investment manager of Kingsbrook Opportunities Master Funds LP (“Kingsbrook Opportunities”) and consequently has voting control and investment discretion over securities held by Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (“Opportunities GP”) is the general partner of Kingsbrook Opportunities and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities. KB GP LLC (“GP LLC”) is the general partner of Kingsbrook Partners and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Partners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing members of Opportunities GP and GP LLC and as a result may be considered beneficial owners of any securities deemed beneficially owned by Opportunities GP and GP LLC. Each of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace disclaim beneficial ownership of the ADSs.
|
|
|
|
|
(27)
|
Consists of 649,550 outstanding ADSs. Each of Adi Mor, the Chief Executive Officer and Director of the Registrant, and Kobi George, Adi Mor’s spouse and a founder of Chemomab Ltd., the wholly-owned subsidiary of the Registrant, may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
|
|
|
|
(28)
|
Consists of 514,495 outstanding ADSs. Each of Kobi George and Adi Mor, Kobi George’s spouse, may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
|
PLAN OF DISTRIBUTION
The selling shareholders,
including its pledgees, donees, transferees, distributees, beneficiaries or other successors in interest, may from time to time offer
some or all of the ADSs offered under this prospectus. We will not receive any of the proceeds from the sale of the ADSs offered under
this prospectus by the selling shareholders; however, we will receive cash proceeds equal to the total exercise price of warrants that
are exercised for cash, or up to $4,544,699 if all warrants issued to the selling shareholders are exercised. We will bear all fees and
expenses incident to our obligation to register the ADSs offered under this prospectus.
Each selling shareholder
may sell all or a portion of the ADSs beneficially owned by it and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the ADSs are sold through underwriters or broker-dealers, the selling shareholders will be responsible for
underwriting discounts or commissions or agent’s commissions. The ADSs may be sold on any national securities exchange or quotation
service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise
than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the time of sale, or at privately negotiated prices. These sales may be
effected in transactions, which may involve crosses or block transactions.
The selling shareholders may use any one or more
of the following methods when disposing of shares of our ADSs or interests therein:
|
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
●
|
block trades in which the broker-dealer will attempt to sell ADSs as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
●
|
an over-the-counter distribution;
|
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
●
|
privately negotiated transactions;
|
|
|
●
|
short sales effected after the effective date of the registration statement of which this prospectus forms a part;
|
|
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
●
|
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
|
|
|
●
|
a combination of any such methods of sale; or
|
|
|
●
|
any other method permitted pursuant to applicable law.
|
The selling shareholders
may, from time to time, pledge or grant a security interest in some or all of the ADSs owned by it and, if it defaults in the performance
of its secured obligations, the pledgees or secured parties may offer and sell the ADSs, from time to time, under this prospectus, or
under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of the
selling shareholders to include the pledgee, transferee, or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer the ADSs in other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale
of ADSs or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of ADSs in the course of hedging the positions it assumes. The selling shareholders may also sell
our ADSs short and deliver these securities to close out its short positions, or loan or pledge our ADSs to broker-dealers that in turn
may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial
institution of ADSs offered under this prospectus, which ADSs such broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such transaction).
Broker-dealers engaged by
the selling shareholders may arrange for other broker-dealers to participate in sales. If the selling shareholders effects certain transactions
by selling our ADSs to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of ADSs for whom they
may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth
in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in
compliance with applicable rules of the Financial Industry Regulatory Authority, Inc., or FINRA; and in the case of a principal transaction
a markup or markdown in compliance with applicable FINRA rules.
The aggregate proceeds to
the selling shareholders from the sale of the ADSs offered under this prospectus will be the purchase price of the ADSs less discounts
or commissions, if any. Each of the selling shareholders reserve the right to accept and, together with its agents from time to time,
to reject, in whole or in part, any proposed purchase of ADSs to be made directly or through agents. We will not receive any of the proceeds
from the offering under this prospectus; however, we will receive cash proceeds equal to the total exercise price of warrants that are
exercised for cash, or up to $4,544,699, if all warrants issued to the selling shareholders are exercised. However, we are required to
pay fees and expenses incurred in connection with the registration of the ADSs. In addition, we have agreed to indemnify the selling shareholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
The selling shareholders
also may resell all or a portion of the ADSs offered under this prospectus in open market transactions in reliance upon Rule 144 under
the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.
The selling shareholders
and any underwriters, broker-dealers or agents that participate in the sale of the ADSs or interests therein may be deemed to be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the ADSs may be underwriting discounts and commissions under the Securities Act. The selling shareholders are subject to the prospectus
delivery requirements of the Securities Act.
To the extent required pursuant
to Rule 424(b) under the Securities Act, the ADSs to be sold, the name of the selling shareholders, the purchase price and public offering
price, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
In order to comply with the
securities laws of some states, if applicable, the ADSs may be sold in these jurisdictions only through registered or licensed brokers
or dealers. In addition, in some states the ADSs may not be sold unless the shares been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied with.
The selling shareholders
and any other person participating in a sale of ADSs registered under this prospectus will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any ADSs by the selling shareholders and any other participating person. All
of the foregoing may affect the marketability of the ADSs and the ability of any person or entity to engage in market-making activities
with respect to the ADSs. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time)
available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling
shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the ADSs against certain liabilities,
including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the securities
offered by this prospectus will be passed upon by Meitar | Law Offices, Ramat Gan, Israel.
EXPERTS
The financial statements of
Chemomab Therapeutics Ltd. (formerly Anchiano Therapeutics Ltd.) as of December 31, 2020 and 2019, and for each of the years in the two-year
period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, member firm
of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The audit report covering
the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that the Company's recurring losses
and cash flow deficits from operations together with other matters described in Note 1 to the consolidated financial statements raise
substantial doubt about the entity's ability to continue as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
The financial statements of
Chemomab Ltd. as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, have been incorporated
by reference herein in reliance upon the report of Somekh Chaikin, member firm of KPMG International, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the informational
requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other information
with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.
We make available free of
charge on or through our website at www.chemomab.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably
practicable after we electronically file such material with or otherwise furnish it to the SEC.
We have filed with the SEC
a registration statement under the Securities Act, relating to the securities offered under this prospectus. The registration statement,
including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain
all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates,
from the SEC at the address listed above, or for free at www.sec.gov. The registration statement and the documents referred to below under
“Incorporation of Certain Information by Reference” are also available on our website, www.chemomab.com.
We have not incorporated by
reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we have filed with it, which means that we can disclose important information to you by referring
you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that
we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below
and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021;
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Our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that relate to such items), filed with the SEC on the following dates: March, 10, 2021, March 17, 2021, March 19, 2021, April 5, 2021 and April 14, 2021; and
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The description of our share capital, which is contained in our registration statement on S-4, filed with the Securities and Exchange Commission on January 13, 2021, and as may be further updated or amended in any amendment or report filed for such purpose.
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All filings filed by us pursuant
to the Exchange Act of 1934 after the date of the initial filing of the registration statement of which this prospectus forms a part
and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form
8-K) shall also be deemed to be incorporated by reference into this prospectus.
You should rely only on the
information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different
information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded
for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated
by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus
is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
We will provide without charge
to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents
that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings,
unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at:
Kiryat Atidim, Building 7, Tel Aviv 6158002, Israel, Attention: Adi Mor, Chief Executive Officer, or made by phone at +972-77-331-0156.
You may also access the documents incorporated by reference in this prospectus through our website at www.chemomab.com. Except for the
specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in
this prospectus or the registration statement of which it forms a part.
6,951,292 American Depositary Shares
Representing 139,025,840 Ordinary Shares
Warrants to purchase 261,929 American
Depositary Shares Representing 5,238,580 Ordinary Shares
PROSPECTUS
April 28, 2021
Grafico Azioni Anchiano Therapeutics (NASDAQ:ANCN)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Anchiano Therapeutics (NASDAQ:ANCN)
Storico
Da Giu 2023 a Giu 2024
