Amendment: SEC Form SC 13D/A filed by Chemomab Therapeutics Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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)

Item 1.  Security and Issuer

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership originally filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021, as amended by Amendment No. 1 filed with the SEC on January 5, 2023, Amendment No. 2 filed with the SEC on November 15, 2023, and Amendment No. 3 filed with the SEC on March 11, 2024. This Amendment No. 4 relates to the Ordinary Shares, no par value (the “Ordinary Shares”) and the American Depositary Shares, each representing 20 Ordinary Shares (the “ADSs” and together with the Ordinary Shares, the “Shares”), of Chemomab Therapeutics Ltd., a company organized under the laws of the State of Israel (the “Issuer”), with its principal executive offices located at Kiryat Atidim, Building 7, Tel Aviv 6158002, Israel. The ADSs are listed on the NASDAQ Capital Market under the ticker symbol “CMMB”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

This Amendment No. 4 is being filed to report the acquisition of the Pre-Funded Warrants (as defined below) and that, notwithstanding the acquisition of the Pre-Funded Warrants, following the transaction set forth in Item 5(c) below, the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) was reduced by more than 1%.

Item 2. Identity and Background

(a) This Amendment No. 4 is being filed by OrbiMed Israel GP Ltd. (“OrbiMed Israel”), OrbiMed Israel BioFund GP Limited Partnership (“OrbiMed BioFund”), Erez Chimovits (“Chimovits”), and Carl L. Gordon (“Gordon”) (collectively, the “Reporting Persons”).

(b) — (c), (f) OrbiMed BioFund, a limited partnership organized under the laws of Israel, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed BioFund has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.

OrbiMed Israel, a corporation organized under the laws of Israel, is the general partner of OrbiMed BioFund. Israel GP Ltd. has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.

Chimovits, a citizen of the State of Israel, is a member of the investment committees of certain entities as more particularly described in Item 6 below. Chimovits has his principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.

Gordon, a citizen of the United States, is a member of the management and investment committees of certain entities as more particularly described in Item 6 below. Gordon has his principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

The directors and executive officers of OrbiMed Israel and OrbiMed BioFund are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person:

(i)          name;

(ii)         business address;

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)        citizenship.

(d) — (e) During the last five years, neither the Reporting Persons nor any person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

On July 26, 2024, OrbiMed BioFund and OrbiMed Israel, pursuant to their authority under the limited partnership agreement of OrbiMed Israel Partners Limited Partnership (“OIP”), as more particularly referred to in Item 6 below, caused OIP to purchase 809,717 pre-funded warrants to purchase ADSs with an exercise price of $0.0001 per underlying ADS (the “Pre-Funded Warrants”) in a private placement (the “Private Placement”) at a purchase price of $1.2349 per Pre-Funded Warrant. The Pre-Funded Warrants are subject to an exercise limitation that prohibits the holder from exercising the Pre-Funded Warrants to the extent that after giving effect to the issuance of ADSs after such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates, including the other Reporting Persons) would beneficially own in excess of 9.99% of the ADSs outstanding (the “Beneficial Ownership Limitation”).

The source of funds for such purchase was the working capital of OIP.

Item 4.  Purpose of Transaction

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

(a) — (b) The following disclosure is based upon 18,508,057 ADSs outstanding as set forth in the Issuer’s Registration Statement on Form F-3 filed with the SEC on August 23, 2024, and gives effect to the additional 119,633 ADSs that would be outstanding following the exercise of presently exercisable Pre-Funded Warrants and warrants to purchase ADSs held by the Reporting Persons (“Warrants”).

As of the date of this filing, OIP, a limited partnership organized under the laws of Israel, holds 1,741,273 ADSs, 28,817 Warrants, and 90,816 Pre-Funded Warrants, constituting approximately 9.99% of the issued and outstanding ADSs, which represents the same percentage of the outstanding Ordinary Shares. 718,901 of the Pre-Funded Warrants remain subject to the Beneficial Ownership Limitation. OrbiMed BioFund is the general partner of OIP, pursuant to the terms of the limited partnership agreement of OIP, and OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. As a result, OrbiMed BioFund and OrbiMed Israel share the power to direct the vote and disposition of the Shares held by OIP and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP. OrbiMed Israel exercises this investment power through an investment committee comprised of Gordon and Chimovits, each of whom disclaims beneficial ownership of the Shares held by OIP.

(c)

Except as disclosed in this Item 5(c) and in Item 3 above, the Reporting Persons have not effected any transactions during the past sixty (60) days in any ADSs or Ordinary Shares.

(d) Not applicable.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP. OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. Pursuant to these agreements and relationships, OrbiMed Israel and OrbiMed BioFund have discretionary investment management authority with respect to the assets of OIP. Such authority includes the power of OrbiMed BioFund to vote and otherwise dispose of securities held by OIP. The number of outstanding ADSs attributable to OIP is 1,741,273 ADSs. Additionally, OIP holds 28,817 Warrants and 809,717 Pre-Funded Warrants. OrbiMed BioFund, pursuant to its authority under the limited partnership agreement of OIP, OrbiMed Israel, pursuant to its authority under the limited partnership agreement of OrbiMed BioFund, and Gordon and Chimovits pursuant to their membership on OrbiMed Israel’s investment committee, may each be considered to hold indirectly 1,741,273 ADSs, 28,817 Warrants, and 809,717 Pre-Funded Warrants.

Registration Rights Agreement

In connection with the Private Placement, OrbiMed BioFund and OrbiMed Israel, pursuant to their authority under the limited partnership agreement of OIP, caused OIP to enter into a Registration Rights Agreement (the “Registration Rights Agreement”), which requires the Issuer to, among other things, file a registration statement on Form F-1 or Form F-3 (subject to the Issuer’s eligibility to use each such Form) with respect to the resale of the securities sold in the Private Placement. The Issuer is required to prepare and file such registration statement with the SEC as soon as reasonably practicable, but in no event later than 30 days following the closing of the Private Placement, and to use its commercial best efforts to have the registration statement declared effective as soon as reasonably practicable.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 2 and is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits

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.

SCHEDULE I

The names and present principal occupations of each of the executive officers and directors of OrbiMed Israel GP Ltd. are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.

SCHEDULE II

The business and operations of OrbiMed Israel BioFund GP Limited Partnership are managed by the executive officers and directors of its general partner, OrbiMed Israel GP Ltd.

EXHIBIT INDEX