Amendment: SEC Form SCHEDULE 13G/A filed by Chemomab Therapeutics Ltd.
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Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Chemomab Therapeutics Ltd. (Name of Issuer) |
American Depository Shares, each representing twenty (20) ordinary shares, no par value (Title of Class of Securities) |
16385C104 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 16385C104 |
| 1 | Names of Reporting Persons
Sphera Funds Management Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
900,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 18,856,611 American Depositary Shares (''ADS'') outstanding as of December 31, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the ''SEC'') on April 4, 2025, which provides that 377,132,220 ordinary shares, no par value, were outstanding as of December 31, 2024. Each ADS represents 20 ordinary shares).
SCHEDULE 13G
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| CUSIP No. | 16385C104 |
| 1 | Names of Reporting Persons
Sphera Global Healthcare GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
900,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 18,856,611 ADSs outstanding as of December 31, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on April 4, 2025, which provides that 377,132,220 ordinary shares, no par value, were outstanding as of December 31, 2024. Each ADS represents 20 ordinary shares).
SCHEDULE 13G
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| CUSIP No. | 16385C104 |
| 1 | Names of Reporting Persons
Sphera Global Healthcare Management LP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
900,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 18,856,611 ADSs outstanding as of December 31, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on April 4, 2025, which provides that 377,132,220 ordinary shares, no par value, were outstanding as of December 31, 2024. Each ADS represents 20 ordinary shares).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Chemomab Therapeutics Ltd. | |
| (b) | Address of issuer's principal executive offices:
Kiryat Atidim, Building 7, Tel Aviv, Israel, 6158002 | |
| Item 2. | ||
| (a) | Name of person filing:
Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP | |
| (b) | Address or principal business office or, if none, residence:
Address of the Principal Business Office of each of the reporting persons is: 4 Itzhak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel | |
| (c) | Citizenship:
Each of the reporting person is organized under the laws of the State of Israel | |
| (d) | Title of class of securities:
American Depository Shares, each representing twenty (20) ordinary shares, no par value | |
| (e) | CUSIP No.:
16385C104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Incorporated by reference to Item 9 of the cover page of each reporting person.
The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare Management LP are beneficially owned as follows:
(1) 900,428 ADSs, representing a total of 4.78% of the total ADSs outstanding, are held directly by Sphera Biotech Master Fund, which has delegated its investment management authority to Sphera Global Healthcare Management LP (the "Management Company").
Each ADS represents 20 ordinary shares of the Issuer. Note that the CUSIP number provided herein applies to the ADSs of the Issuer. No CUSIP number exists for the underlying ordinary shares.
The Management Company is managed, controlled and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares of which are owned 90% by Sphera Funds Management Ltd.
This Statement shall not be construed as an admission by any of the reporting persons that it is the beneficial owner of any of the securities covered by this statement, and each reporting person disclaims beneficial ownership of any such securities. In addition, the reporting persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the reporting persons and other entities named in this Schedule 13G disclaims the existence of any such group. | |
| (b) | Percent of class:
Incorporated by reference to Item 11 of the cover page for each reporting person.
Percentage reported in Item 11 for each reporting person is based on 18,856,611 ADSs outstanding as of December 31, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on April 4, 2025, which provides that 377,132,220 ordinary shares, no par value, were outstanding as of December 31, 2024. Each ADS represents 20 ordinary shares). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit 1 Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on August 20, 2024).
https://www.sec.gov/Archives/edgar/data/1496201/000117891324002709/exhibit_1.htm |