8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2023

Chemomab Therapeutics Ltd.

(Exact name of Registrant as Specified in Its Charter)

State of Israel	001-38807	81-3676773
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Kiryat Atidim, Building 7
Tel Aviv, Israel	6158002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +972-77-331-0156

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing twenty (20) ordinary shares, no par value per share	CMMB	Nasdaq Capital Market
Ordinary shares, no par value per share	N/A	Nasdaq Capital Market*

* Not for trading; only in connection with the registration of American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Dr. Adi Mor as Chief Executive Officer to Replace Dr. Dale Pfost

On June 1, 2023, the board of directors (the “Board”) of Chemomab Therapeutics Ltd. (the “Company” or “Chemomab”) appointed Dr. Adi Mor, co-founder of the Company, a current class III member of the Board and the Company’s Chief Scientific Officer, as Chief Executive Officer of the Company to replace Dr. Dale Pfost, effective as of the same date.

Below is certain biographical information about Dr. Mor:

Dr. Adi Mor is the co-founder of Chemomab Ltd., the wholly-owned subsidiary of the Company, and served as Chemomab Ltd.’s Chief Executive Officer, Chief Scientific Officer and a member of Chemomab Ltd.’s board of directors from its formation in 2011 until the Chemomab Ltd. - Anchiano Therapeutics Ltd. merger that was consummated on March 16, 2021 (the “Merger”). Dr. Mor previously served as Chief Executive Officer of the Company through October 25, 2021. Dr. Mor has in-depth knowledge in immunology focusing on rare diseases and broad experience in designing, developing and patenting a novel class of monoclonal antibodies to treat inflammatory and fibrotic diseases. Dr. Mor received her Ph.D. in immunology from Tel Aviv University in the Department of Neurobiochemistry in Israel and is the lead author of numerous scientific journal publications regarding immunology and inflammatory disorders.

The Board, upon the recommendation of the compensation committee, will decide Dr. Mor's compensation in connection with her new role as Chief Executive Officer on a future date, which compensation will be subject to shareholder approval under the Israeli Companies Law, 5759-1999 (the “Companies Law”). The Company will disclose such compensation in a subsequent SEC report.

In connection with his replacement as Chief Executive Officer, on June 1, 2023, Dr. Dale Pfost agreed to step down from his position on the Board, including in his capacity as Chairman of the Board, effective as of the same date (the “Pfost Effective Date”). The foregoing decision was not due to any disagreements on any matter relating to the Company’s operations, policies or practices.

In connection with Dr. Pfost being replaced by Dr. Mor, subject to his execution of an effective separation and release agreement (the “Pfost Separation Agreement”) and compliance with certain restrictive covenants set forth in the Pfost Separation Agreement, Dr. Pfost will be entitled to receive the following severance payments and benefits under his employment agreement with Chemomab Therapeutics, Inc., the wholly-owned subsidiary of the Company (the “US Subsidiary”), dated September 1, 2021 (the “Pfost Employment Agreement”):

• An amount in cash equal to Dr. Pfost’s base salary for a period of 12 (twelve) months following the Pfost Effective Date;

• Acceleration of vesting of all time-based stock option awards granted to Dr. Pfost under the Company’s 2015 Share Incentive Plan (the “Plan”); and

• Payment of an amount equal to the full premium cost of Dr. Pfost’s participation in the COBRA plan during the twelve (12) month period following the Pfost Effective Date.

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Appointment of Ms. Sigal Fattal as Chief Financial Officer to Replace Mr. Donald Marvin

On June 1, 2023, the Board appointed Ms. Sigal Fattal, the VP of Finance of the Company, as the Chief Financial Officer of the Company to replace Mr. Donald Marvin, effective as of the same date.

Below is certain biographical information about Ms. Fattal:

Sigal Fattal previously served as Chemomab Ltd.’s interim Chief Financial Officer from October 2020 until the Merger and continued in that capacity for the Company following the Merger until November 8, 2021, following which she became the Company’s VP of Finance. Prior to joining Chemomab Ltd., from March 2017 to December 2019, Ms. Fattal served as Chief Financial Officer at BiomX (NYSE American: PHGE), a clinical stage microbiome product discovery company. Prior to joining BiomX, Ms. Fattal served as Chief Financial Officer at Evogene (Nasdaq and TASE: EVGN), a computational biology company, from 2013 to 2016. Prior to that time, Ms. Fattal served in multiple financial and operational executive roles in various companies. Ms. Fattal also currently serves as co-founder of Simbiz, which was started in September 2020 and which offers one-stop-shop corporate services to startup companies. Ms. Fattal is a certified CPA (Isr.), and holds a BA in Accounting and Economics, and an MBA, both from Tel Aviv University.

The Board, upon the recommendation of the compensation committee, will decide Ms. Fattal’s compensation in connection with her new role as Chief Financial Officer on a future date, which the Company will disclose in a subsequent SEC report.

In connection with Mr. Marvin being replaced by Ms. Fattal, subject to his execution and non-revocation of an effective separation and release agreement (the “Marvin Separation Agreement”) and compliance with certain restrictive covenants set forth in the Marvin Separation Agreement, Mr. Marvin will be entitled to receive the following severance payments and benefits under his employment agreement with the US Subsidiary, dated November 8, 2021 (the “Marvin Employment Agreement”):

• An amount in cash equal to Mr. Marvin’s base salary for a period of 12 (twelve) months following the Marvin Effective Date;

• Acceleration of vesting of the time-based stock option awards granted to Mr. Marvin under the Plan due to vest on or before December 31, 2023; and

• Payment of an amount equal to the full premium cost of Mr. Marvin’s participation in the COBRA plan during the twelve (12) month period following the Marvin Effective Date.

Appointment of Dr. Nissim Darvish as Chairman of the Board

On June 1, 2023, the Board appointed Dr. Nissim Darvish, a class I member of the Board, as Chairman of the Board, effective as of the same date. Dr. Darvish also serves as chairman of the compensation committee of the Board and is a member of the corporate governance and nominating committee of the Board.

Below is certain biographical information about Dr. Darvish:

Nissim Darvish, M.D., Ph.D. has served on our Board since March 16, 2021. Dr. Darvish is a General Partner at Eliraz ventures, a venture capital fund under formation. Dr. Darvish currently serves as a director of several private companies. Prior to his current position, Dr. Darvish served as a Venture Partner at OrbiMed Israel and as a member of the boards of directors of 9 Meters Biopharma Inc. and Medigus Ltd. Previously, Dr. Darvish was employed at Pitango Venture Capital, where he was a General Partner managing life sciences investments. He was also the founder and CEO of Impulse Dynamics, where he oversaw a $250 million realization event. Dr. Darvish obtained his M.D. and Ph.D. in Biophysics and Physiology from the Technion in Israel, and subsequently conducted his post-doctoral research at NIH. He has published over 100 patents and authored over 20 publications.

The Board, upon the recommendation of the compensation committee, may determine to provide Dr. Darvish with additional compensation in connection with his role as chairman of the Board, which compensation will be subject to shareholder approval under the Companies Law. In the event the Board decides to accord Dr. Darvish additional compensation, the Company will disclose such additional compensation in a subsequent SEC report.

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Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing changes to the executive team, including the departures of Dr. Pfost as Chief Executive Officer and a member of the Board, and Mr. Marvin, as Chief Financial Officer, Executive Vice President and Chief Operating Officer, and the appointment of Dr. Mor as Chief Executive Officer and Sigal Fattal as Chief Financial Officer, is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated June 5, 2023
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHEMOMAB THERAPEUTICS LTD.
Date: June 5, 2023	By:	/s/ Dr. Adi Mor
		Name: Dr. Adi Mor
		Title: Chief Executive Officer, Chief Scientific Officer and Director

- 5 -

EX-99.1

Exhibit 99.1

Chemomab Therapeutics Announces Executive Leadership Changes and

Provides a Corporate Update

 ─Adi Mor, PhD, Co-founder, Board Director and Chief Scientific Officer, Reappointed

to CEO Role─

─Sigal Fattal, Vice President Finance, Reappointed as CFO─

─On Track for PSC Phase 2 Topline Data Readout in Latter Part of 2024─

─Implementing Further Reorganization and Efficiency Measures Intended to Extend Cash

Runway to End of 2024, After Expected PSC Phase 2 Topline Data Readout─

─Nissim Darvish, MD, PhD, Appointed Chairman of the Board─

TEL AVIV, Israel, June 5, 2023 -- Chemomab Therapeutics Ltd. (Nasdaq: CMMB), a clinical-stage biotechnology company focused on the discovery and development of innovative therapeutics for fibrotic and inflammatory diseases with high unmet need, today announced changes to its executive leadership  team and provided a corporate update.

Adi Mor, PhD, co-Founder and former Chief Executive Officer (CEO) of Chemomab, and current Director and Chief Scientific Officer, has been reappointed to the role of CEO, replacing Dale Pfost, PhD. Sigal Fattal, former Chief Financial Officer (CFO) and current Vice President, Finance, has been reappointed to the role of CFO, replacing Donald Marvin. Current Director Nissim Darvish, MD, PhD, has been appointed Chairman of the Board, replacing Dr. Pfost. All the appointments were effective June 1, 2023.

“I am excited to resume my corporate leadership responsibilities and look forward to continued engagement with our key stakeholders,” said Dr. Mor. “After a comprehensive internal strategic review, we are implementing additional cost-reduction measures expected to extend our existing cash runway from mid-year 2024 to the end of 2024, after the expected topline data readout from the Phase 2 primary sclerosing cholangitis (PSC) trial of CM-101, our novel, first-in-class anti-CCL24 antibody. Patient enrollment in the PSC trial is going well and is on track to achieve our projected data analysis timelines. Extensive preclinicalstudies in animal models and human tissue suggest that CM-101 may have therapeutic potential in systemic sclerosis (SSc); however, we are suspending initiation of the Phase 2 SSc trial in order to preserve capital. We plan to revisit the timing of study initiation going forward.”

“This transition of executive leadership to the company’s founding team will focus on maintaining business continuity and ensuring clinical plan execution,” continued Dr. Mor. “Our organization has been strengthened by the addition of highly qualified U.S. based clinical operations, medical and corporate development professionals who have accelerated our clinical trial recruitment and positioned CM-101 to achieve a timely clinical readout, while continuing to build relationships with a broad range of potential partners.”

“The novelty and potential of our unique approach to fibro-inflammatory diseases are highlighted by our four presentations at major medical meetings in June,” noted Dr. Mor. “At the EASL Congress later this month we will be discussing biomarker data from our Phase 2 liver fibrosis trial in non-alcoholic steatohepatitis (NASH) patients, including some exciting new data from recently completed secondary analyses. The new results show encouraging improvements in additional inflammatory and fibrogenesis-related biomarkers that are consistent and supplemental to the initial results reported from the trial. They also suggest that CM-101-treated patients with more active fibrotic disease tend to show greater improvements than patients with less active disease or placebo patients. The consistent improvements in fibro-inflammatory biomarkers seen in the Phase 2 NASH results are encouraging and reinforce that these data may serve as a potential bridge to other anti-fibrotic indications such as PSC, providing additional evidence that CM-101 could be a valuable therapy for this debilitating disease that lacks effective treatment options.”

“We are delighted to reappoint Adi Mor to the CEO role,” said Dr. Darvish. “Adi co-founded Chemomab in 2011 and was its CEO until 2021. She led the company’s growth from discovery stage to Phase 2 clinical trials, as well as its transition to a Nasdaq-traded firm. Adi’s exceptional corporate leadership skills are complemented by her extensive knowledge in autoimmune, inflammatory and fibrotic diseases and broad experience in developing monoclonal antibodies. We are grateful to both Dale and Don for their invaluable contributions to strengthening the company’s infrastructure and helping to advance our clinical programs, and we wish them both continued success in their future endeavors.”

Sigal Fattal joined Chemomab in 2020 as its CFO. She has over 20 years of experience in establishing and managing effective financial business and strategic activities in a range of industries, including serving as a CFO of public companies. Ms. Fattal holds a BA in Accounting and Economics, with honors, and an MBA, both from Tel Aviv University, and is a Certified Public Accountant in Israel.

Nissim Darvish has served on the Board of Directors of Chemomab since 2015. He is a General Partner at Eliraz Ventures and serves as a director at several private and public companies. Previously, he was a Venture Partner at OrbiMed Israel and a member of the boards of directors of 9 Meters Biopharma and Medigus. Earlier, Dr. Darvish was a General Partner managing life sciences investments at Pitango Venture Capital. He was also a founder and CEO of Impulse Dynamics. Dr. Darvish obtained his MD and PhD in biophysics and physiology from the Technion in Israel and subsequently conducted post-doctoral research at the U.S. National Institutes of Health.

About Chemomab Therapeutics Ltd.

Chemomab is a clinical stage biotechnology company discovering and developing innovative therapeutics for fibro-inflammatory diseases with high unmet need. Based on the unique and pivotal role of the chemokine CCL24 in promoting fibrosis and inflammation, Chemomab developed CM-101, a monoclonal antibody designed to neutralize CCL24 activity. In preclinical and clinical studies to date, CM-101 appears safe, with the potential to treat multiple severe and life-threatening fibro-inflammatory diseases. Chemomab has reported encouraging results from a Phase 2 liver fibrosis study in NASH patients and an investigator study in patients with severe lung injury. A Phase 2 trial in primary sclerosing cholangitis patients is ongoing. For more information on Chemomab, visit chemomab.com.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, among other things, statements regarding the clinical development pathway for CM-101; the future operations of Chemomab and its ability to successfully initiate and complete clinical trials and achieve regulatory milestones; the Company’s cash position and expectations regarding its ability to achieve the topline data readout from the Phase 2 primary sclerosing cholangitis (PSC) trial of CM-101 with its current cash; the nature, strategy and focus of Chemomab; the development and commercial potential and potential benefits of any product candidates of Chemomab; and that the product candidates have the potential to address high unmet needs of patients with serious fibrosis-related diseases and conditions. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based upon Chemomab's current expectations. Forward-looking statements involve risks and uncertainties. Because such statements deal with future events and are based on Chemomab's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Chemomab could differ materially from those described in or implied by the statements in this presentation, including those found under the caption "Risk Factors" and elsewhere in Chemomab's filings and reports with the SEC. Chemomab expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Chemomab's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by law.

Contacts:

Media and Investors:

Chemomab Therapeutics:Barbara Lindheim

Consulting Vice President, Investor &

Public Relations, Strategic Communications

Phone: +1 917-355-9234

barbara.lindheim@chemomab.com

Investor Relations:
Irina Koffler
LifeSci Advisors, LLC
Phone: +1 917-734-7387
ir@chemomab.com

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