SEC Form 424B3 filed by Chemomab Therapeutics Ltd.
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we have incurred significant losses since inception and anticipate that we will continue to incur increasing levels of operating losses over the next several years and for the foreseeable future. We are unable to predict the extent of any
future losses or when we will become profitable, if at all. Even if we become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis;
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we have a limited operating history and funding, which may make it difficult to evaluate our prospects and likelihood of success;
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our business is highly dependent on the success of our lead product candidate, CM-101, and any other product candidates that we advance into clinical studies. All of our programs will require significant additional clinical development;
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our central objective is to design and develop targeted treatments for inflammation and fibrosis with an initial focus on the neutralization of CCL24 signaling, which is known to regulate fibrotic and inflammatory processes. While we have
conducted extensive preclinical studies and four successful clinical trials in patients, our approach in the area of fibrotic diseases is novel and unproven and may not result in marketable products;
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the successful completion of clinical studies is a prerequisite to submitting a marketing application to the FDA and similar marketing applications to comparable foreign regulatory authorities, for each product candidate and, consequently,
the ultimate approval and commercial marketing of any product candidates. We may experience negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or trials or
abandon some or all of our product development programs, which could have a material adverse effect on our business;
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we may encounter difficulties enrolling patients in our clinical studies, including any public health emergencies and related clinical development activities could be delayed or otherwise adversely affected;
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our ongoing and future clinical studies may reveal significant adverse events or immunogenicity-related responses and may result in a safety profile that could delay or prevent regulatory approval or market acceptance of our product
candidate;
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the regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for CM-101 or any other product
candidates, our business will be substantially harmed;
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if we do not achieve our projected development and commercialization goals in the timeframes we announce and expect, the commercialization of our product candidates may be delayed and our business will be harmed;
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we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us;
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we have been granted Orphan Drug Designation for CM-101 in connection with three indications and may seek Orphan Drug Designation for other indications or product candidates, but we may be unable to maintain the benefits associated with
Orphan Drug Designation, including the potential for market exclusivity, and may not receive Orphan Drug Designation for other indications or for our other product candidates;
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we expect to experience significant growth in the number of our employees over time and the scope of our operations, particularly in the areas of product candidate development, regulatory affairs and sales and marketing. We will therefore
need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our operations;
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if we are unable to protect our patents or other proprietary rights, or if we infringe the patents or other proprietary rights of others, our competitiveness and business prospects may be materially damaged. In addition, changes in patent
laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates;
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risks related to our operations in Israel could materially adversely impact our business, financial condition and results of operations;
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our principal executive offices are located in Israel and the US and certain of our product candidates may be manufactured at third-party facilities located in Europe. In addition, our business strategy includes potentially expanding
internationally if any of our product candidates receives regulatory approval. A variety of risks associated with operating internationally could materially adversely affect our business;
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holders of ADSs are not treated as holders of our ordinary shares;
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holders of ADSs may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise their right to vote;
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holders of ADSs may be subject to limitations on the transfer of their ADSs and the withdrawal of the underlying ordinary shares;
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we are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders;
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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action;
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obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or
eliminated for non-compliance with these requirements;
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the regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for CM-101 or any other product
candidates, our business will be substantially harmed;
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obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions;
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even if we obtain regulatory approval for CM-101 or any product candidate, we will still face extensive and ongoing regulatory requirements and obligations and any product candidates, if approved, may face future development and regulatory
difficulties;
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disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder our ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products
from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business;
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if we do not achieve our projected development and commercialization goals in the timeframes we announce and expect, the commercialization of our product candidates may be delayed and our business will be harmed;
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we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us;
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even if CM-101 or any other product candidate we develop receives marketing approval, it may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success;
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we rely completely on third-party suppliers to manufacture our clinical drug supplies for our product candidates, and we intend to rely on third parties to produce preclinical, clinical, and commercial supplies of any future product
candidates;
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if we are unable to establish sales, marketing and distribution capabilities either on our own or in collaboration with third parties, we may not be successful in commercializing CM-101, if approved;
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a variety of risks associated with operating internationally could materially adversely affect our business;
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conditions in Israel, including the attack by Hamas and other terrorist organizations from the Gaza Strip, possible interventions by neighbouring hostile organizations or states, and Israel’s war against them, may affect our operations;
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because a certain portion of our expenses are incurred in currencies other than the U.S. Dollar, our results of operations may be harmed by currency fluctuations and inflation;
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we received Israeli government grants for certain of their research and development activities as detailed below. The terms of those grants require us to satisfy specified conditions in order to transfer outside of Israel the manufacture
of products based on know-how funded by the Israel Innovation Authority or to transfer outside of Israel the know-how itself. If we fail to comply with the requirements of Israeli law in this regard, we may be required to pay penalties, and
it may impair our ability to sell our technology outside of Israel;
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we will need to raise additional capital to fund our operations, which may be unavailable to us on acceptable terms or at all, or may cause dilution or place significant restrictions on our ability to operate our business;
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the trading price of the ADSs has been highly volatile, and is expected to continue to be volatile;
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we have not paid dividends in the past and do not expect to pay dividends in the future, and, as a result, any return on investment may be limited to the value of the ADSs; and
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if we fail to continue to meet all applicable Nasdaq requirements, Nasdaq may delist the ADSs, which could have an adverse impact on the liquidity and market price of the ADSs.
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The following 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. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial
statements and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors
set forth in any prospectus supplements and in our most recent filings with the SEC including our Annual Report on Form 20-F for the year ended December 31, 2023, as well as other information in this prospectus and any prospectus
supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely
affect the value of an investment in our securities.
Company Overview
We are a clinical-stage biotechnology company focused on the discovery and development of innovative therapeutics for fibrotic and inflammatory diseases with high unmet
needs. Based on the unique and pivotal role of the soluble protein CCL24 in promoting fibrosis and inflammation, we have developed CM-101, a monoclonal antibody designed to bind and block CCL24 activity. CM-101 has demonstrated the
potential to treat multiple severe and life-threatening fibrotic and inflammatory diseases.
We have pioneered the therapeutic targeting of CCL24, a chemokine also known as eotaxin-2, which promotes various types of cellular processes that regulate inflammatory
and fibrotic activities through the CCR3 receptor. CCL24 is expressed in various types of cells, including immune cells, endothelial cells and epithelial cells. We have developed a novel CCL24 inhibiting product candidate with dual
anti-fibrotic and anti-inflammatory activity that modulates the complex interplay of these inflammatory and fibrotic mechanisms, which drive abnormal states of fibrosis and fibrotic diseases. This innovative approach is currently being
developed for difficult-to-treat rare diseases, also known as orphan indications or diseases, such as primary sclerosing cholangitis (PSC) and systemic sclerosis (SSc) for which patients have no established disease-modifying or
standard-of-care treatment options. We estimate that there are approximately 77 thousand patients suffering from PSC in the United States., European Union and Japan, representing a more than $1 billion market opportunity, and
approximately 170,000 patients suffering from SSc in those same markets, representing a more than $1.5 billion market opportunity.
CM-101, our lead clinical product candidate, is a first-in-class humanized monoclonal antibody that attenuates the basic function of CCL24 as a regulator of major
inflammatory and fibrotic pathways. We have demonstrated that CM-101 interferes with the underlying biology of inflammation and fibrosis through a novel and differentiated mechanism of action. We are currently conducting a Phase 2
clinical study in PSC, a rare obstructive and cholestatic liver disease, with sites in the United States, Europe and Israel. Positive topline results from the double-blinded portion of this trial were reported in July, 2024.
The randomized, placebo-controlled study design included two doses of CM-101 (10 or 20mg/kg) vs placebo, administered once every three weeks for 15 weeks, as well as an
open label extension in which all eligible patients could receive CM-101 for an additional 33 weeks. In the Phase 2 study, CM-101 achieved its primary endpoint of safety and tolerability and demonstrated anti-fibrotic, anti-inflammatory
and anti-cholestatic effects across a broad range of disease-related secondary efficacy endpoints, including statistically significant improvements in liver stiffness, a key PSC disease marker, after just 15-weeks of treatment. Moreover,
CM-101 is among the first investigational drugs to show a reduction in total bilirubin, an important marker of cholestasis and liver health, as well as reductions in pruritis, a cholestatic indicator of great relevance to patients. CM-101
is the first investigational drug being developed for PSC to exhibit broad, clinically relevant effects on all three components of the disease, establishing clinical proof-of-concept and providing further evidence of its multifactorial
mechanism of action and disease-modifying potential. The open label extension portion of the trial is continuing, with a topline data readout expected early in 2025.
The CM-101 SSc clinical program is Phase 2-ready and we have an open IND in the United States for a Phase 2 clinical trial. However, Chemomab has suspended initiation
of this study while we focus our resources on completing the Phase 2 PSC trial. We believe that CM-101 could have disease-modifying potential in this poorly treated condition. While our primary focus is on these two rare indications,
early in the year we reported results from a completed Phase 2a clinical study in patients with liver fibrosis due to metabolic dysfunction-associated steatohepatitis (MASH). This trial provided safety and pharmacokinetic (“PK”) data and
information useful for assessing our current subcutaneous formulation of CM-101. Additionally, the trial measured a number of biomarkers that may be relevant to the activity of CM-101 in other fibro-inflammatory conditions. The results
showed that the trial met its primary endpoint of safety and tolerability, and that CM-101 demonstrated consistent data trends and positive activity across secondary endpoints that included a range of liver fibrosis biomarkers and
physiologic assessments. A secondary analysis, that further confirmed and extended these initial results was reported at the 2023 EASL Congress in June 2023.
Fibrosis is the abnormal and excessive accumulation of collagen and extracellular matrix, the non-cellular component in all tissues and organs, which provides
structural and biochemical support to surrounding cells. When present in excessive amounts, collagen and extracellular matrix lead to scarring and thickening of connective tissues, affecting tissue properties and potentially leading to
organ dysfunction and failure. Fibrosis can occur in many different tissues, including lung, liver, kidney, muscle, skin, and the gastrointestinal tract, resulting in a wide array of progressive fibrotic conditions. Fibrosis and
inflammation are intrinsically linked. While a healthy inflammatory response is necessary for efficient tissue repair; after disease or injury, an excessive, uncontrolled inflammatory response can lead to tissue fibrosis that in turn can
further stimulate inflammatory processes in a fibro-inflammatory vicious cycle.
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Recent Developments
Private Placement
Securities Purchase Agreement
On July 25, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to
which the Company agreed to sell to the Purchasers: (i) 4,148,867 ADSs, at a purchase price of $1.235 per ADS; and (ii), in lieu of ADSs, Pre-Funded Warrants to purchase up to 3,948,300 ADSs at a purchase price of $ 1.2349 per warrant.
The Pre-Funded Warrants will have an exercise price of $0.0001 per ADS, be immediately exercisable and remain exercisable until exercised in full. The Purchasers are named as the Selling Shareholders in this registration statement.
The July 2024 Private Placement closed on July 30, 2024, and the Company received gross proceeds from the July 2024 Private Placement of approximately $10.0 million
before deducting any offering expenses payable by the Company.
The Company intends to use the net proceeds from the July 2024 Private Placement, together with the Company’s existing cash and cash equivalents, to fund its
development programs for CM-101, and for general corporate purposes and working capital. The Company expects that the net proceeds will extend its cash runway to fund its operations through the beginning of 2026, an extension of
approximately one year from current projections, which should fund the Company for approximately one year after the completion of two major milestones expected in early 2025.
Registration Rights Agreement
In connection with the July 2024 Private Placement, the Company also entered into a registration rights agreement, dated July 25, 2024 (the “Registration Rights
Agreement”) with the Purchasers requiring the Company to file a registration statement with respect to the resale of the securities. The Company is required to prepare and file a registration statement with the SEC as soon as reasonably
practicable, but in no event later than 30 days following the closing of the July 2024 Private Placement, and to use its commercial best efforts to have the registration statement declared effective as soon as reasonably practicable. The
Company granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement, and the Purchasers granted the Company customary indemnification rights in connection with the Registration Rights
Agreement.
Corporate Information
We were incorporated on September 22, 2011, under the laws of the State of Israel. In March 2021, we changed our name from Anchiano Therapeutics Ltd. 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 our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be
accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.
Please see the section entitled “Information on the Company – History and Development of the Company,” incorporated by reference from our Annual Report on Form 20-F for
the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024, as well as any amendments thereto reflected in our subsequent filings with the SEC.
Implications of Being an Emerging Growth Company
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth
company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held
by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our initial public offering. As a
result of this status, we have taken advantage of reduced reporting requirements in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. In particular, in this
prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. In addition, the
JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to
private companies. We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date
we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply
with the new or revised accounting standards as of public company effective dates.
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THE OFFERING
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ADSs currently to be outstanding after this offering
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18,508,057 ADSs (assuming no exercise of the Pre-Funded Warrants).
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ADSs to be outstanding after this offering assuming exercise of Pre-Funded Warrants
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22,456,357 ADSs.
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ADSs offered by the Selling Shareholders
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Up to an aggregate of 8,097,167 ADSs consisting of (i) 4,148,867 ADSs, and (ii) up to 3,948,300 ADSs
issuable upon the exercise of the Pre-Funded Warrants.
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Use of proceeds
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We will not receive any proceeds from the sale of the ADSs by the Selling Shareholders. All net proceeds from the sale of the ADSs covered by this
prospectus will go to the Selling Shareholders. In the event the Selling Shareholders exercise all of the Pre-Funded Warrants in cash at an exercise price of $0.0001 per ADS, we may receive an aggregate of approximately $395 of gross proceeds
resulting from such exercises.
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Dividend Policy
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We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations
and expand our business. Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions, restrictions under our Credit Facility and other factors that our directors may deem relevant. The Companies Law imposes restrictions on our ability to declare
and pay dividends.
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Risk factors
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You should read the “Risk Factors” section starting on page 12 of this prospectus, “Item 3. - Key Information – D. Risk Factors” in our Annual
Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 28, 2024 (the “Annual Report”), and other information included or incorporated by reference in this prospectus for a discussion of factors to consider
carefully before deciding to invest in our securities.
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Nasdaq Capital Market symbol for our ADS
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“CMMB”
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Depositary
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The Bank of New York Mellon
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Unless otherwise stated, all information in this prospectus, is based on 287,183,800 ordinary shares (or 14,359,190 ADSs) outstanding as of June 30, 2024 (assuming no
exercise of the Pre-Funded Warrants), and does not include the following as of that date:
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1,619,078 ADSs issuable upon the exercise of outstanding options to purchase ADSs, at a weighted average exercise price of $2.95 per ADS;
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• | an aggregate of 783,868 ADSs reserved for future issuance under the 2015 Share Incentive Plan (the “2015 Plan”) and the 2017 Equity-Based Incentive Plan (the “2017 Plan”, and together with the 2015 Plan, the “Share Incentive Plans”), as of June 30, 2024, as well as any automatic increases in the number of ADSs reserved for future issuance under the 2017 Plan; and |
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261,929 ADSs issuable upon the exercise of outstanding warrants to purchase ADSs at a weighted average exercise price of $17.35 per share, which warrants are expected to remain outstanding at the consummation of this offering.
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To the extent that options and warrants outstanding as of June 30, 2024 may be exercised, investors purchasing our securities in this offering may experience further
dilution.
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As of
June 30, 2024 |
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(in thousands)
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Cash, cash equivalents and short-term deposits
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$
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12,727
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Restricted cash
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74
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Ordinary shares, no par value; 4,650,000,000 shares authorized; 287,183,800 issued and outstanding, actual
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Additional paid-in capital
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106,162
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Accumulated (deficit)
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(96,177
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)
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Total shareholders’ equity (deficiency)
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9,985
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Total capitalization
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1,619,078 ADSs issuable upon the exercise of outstanding options to purchase ADSs, at a weighted average exercise price of $2.95 per ADS;
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an aggregate of 783,868 ADSs reserved for future issuance under the Share Incentive Plans, as of June 30, 2024, as well as any automatic increases in the number of ADSs reserved for future issuance under the 2017 Plan; and
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261,929 ADSs issuable upon the exercise of outstanding warrants to purchase ADSs at a weighted average exercise price of $17.35 per ADS, which warrants are expected to remain outstanding at the consummation of this offering.
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amendments to our articles of association;
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appointment, terms of service or and termination of service of our auditors;
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appointment of directors, including external directors (if applicable);
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approval of certain related party transactions;
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increases or reductions of our authorized share capital;
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a merger; and
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the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.
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Persons depositing or withdrawing ordinary shares or
ADS holders must pay |
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For
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$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
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Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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$.05 (or less) per ADS
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Any cash distribution to ADS holders
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A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs
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Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
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$.05 (or less) per ADS per calendar year
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Depositary services
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Registration or transfer fees
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Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
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Expenses of the depositary
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Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
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Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
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As necessary
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Any charges incurred by the depositary or its agents for servicing the deposited securities
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As necessary
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90 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
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we delist the ADSs from an exchange on which they were listed and do not list the ADSs on another exchange within a reasonable time;
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we appear to be insolvent or enter insolvency proceedings;
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all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
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there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there has been a replacement of deposited securities.
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are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
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are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
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are not liable if we exercise or it exercises discretion permitted under the deposit agreement;
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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or
punitive damages for any breach of the terms of the deposit agreement;
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have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; and
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the depositary has no duty to make any determinations or provide any information as to our status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or any liability for the
inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or a refund of amounts withheld in respect of tax or any other tax benefit.
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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;
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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
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when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying
a dividend on our shares;
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when you owe money to pay fees, taxes and similar charges; or
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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
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Name of Selling Shareholder
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Number of
ADSs Beneficially Owned Prior to Offering (1) |
Maximum
Number of ADSs to be Sold Pursuant to this Prospectus |
Number of
ADSs Beneficially Owned After Offering |
Percentage of ADSs
Owned After the Offering (1) |
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HBM Healthcare Investments (Cayman) Ltd.
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-
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4,048,583
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(2) |
4,048,583
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4.9
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%
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OrbiMed Israel Partners Limited Partnership
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2,270,090
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(3) |
809,717
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(4) |
3,079,807
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12.2
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%
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Yelin Lapidot Provident Funds Management Ltd.
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-
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809,717
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(5) |
809,717
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4.4
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%
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Sphera Biotech Master Fund LP
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-
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1,214,575
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(6) |
1,214,575
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6.6
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%
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Hazavim BOND LP
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-
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121,457
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(7) |
121,457
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0.7
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%
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Hazavim Limited Partnership
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-
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283,401
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(8) |
283,401
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1.5
|
%
|
||||||||||
Apeiron Presight Capital Fund II, L.P.
|
316,987
|
404,858
|
(9) |
721,845
|
3.9
|
%
|
||||||||||
The Centillion Fund
|
661,370
|
242,915
|
(10) |
904,285
|
4.9
|
%
|
||||||||||
Rosario Capital Ltd.
|
-
|
80,972
|
(11) |
80,972
|
*
|
|||||||||||
Sean Ellis
|
-
|
40,486
|
(12) |
40,486
|
*
|
|||||||||||
Ronen Bezalel Law Firm
|
-
|
40,486
|
(13) |
40,486
|
*
|
(1) |
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. ADSs subject to options or warrants currently exercisable, or exercisable within 60 days of
August 22, 2024, are counted as outstanding for computing the percentage of the selling shareholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling shareholder. The
calculation of % of Percentage of ADSs Owned After the Offering does not include the Pre- Funded Warrants.
|
(2) |
Consists of, in connection with the Securities Purchase Agreement, 910,000 ADSs and 3,138,583 ADSs issuable upon the exercise of the Pre-Funded Warrants.
|
The Pre-Funded Warrants have a blocker provision that subjects the exercise of such warrants to a 4.99% or 9.99%, as applicable and if so elected, beneficial ownership limitation. If the foregoing warrants did not contain the block
provision, the Selling Shareholder would have beneficially owned approximately 18.7% of our outstanding ADSs following the offering.
|
(3) |
Consists of (i) 2,241,273 ADSs and (ii) 28,817 ADSs issuable upon the exercise of warrants to purchase ADSs held by OrbiMed Israel Partners Limited Partnership (“OIP”). OrbiMed Israel BioFund GP Limited Partnership (“Israel BioFund”) is
the general partner of OIP. OrbiMed Israel GP Ltd. (“Israel GP”) is the general partner of Israel BioFund. By virtue of such relationships, Israel GP and Israel BioFund may be deemed to have voting power and investment power over the
securities held by OIP and as a result, may be deemed to have beneficial ownership over such securities. Israel GP exercises voting power and investment power through a management committee comprised of Carl L. Gordon and Erez Chimovits, each
of whom disclaims beneficial ownership of the shares held by OIP.
|
(4) |
Consists of, in connection with the Securities Purchase Agreement, 809,717 ADSs issuable upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants have a blocker provision that subjects the exercise of such warrants to a 4.99%
or 9.99%, as applicable, and if so elected, beneficial ownership limitation. If the foregoing warrants did not contain the blocker provision, the Selling Shareholder would have beneficially owned approximately 15.9% of our outstanding ADSs
following this offering.
|
(5) |
Consists of, in connection with the Securities Purchase Agreement, 809,717 ADSs.
|
(6) |
Consists of, in connection with the Securities Purchase Agreement, 1,214,575 ADSs.
|
(7) |
Consists of, in connection with the Securities Purchase Agreement, 121,457 ADSs.
|
(8) |
Consists of, in connection with the Securities Purchase Agreement, 283,401 ADSs.
|
(9) |
Consists of, in connection with the Securities Purchase Agreement, 404,858 ADSs.
|
(10) |
Consists of, in connection with the Securities Purchase Agreement, 242,915 ADSs.
|
(11) |
Consists of, in connection with the Securities Purchase Agreement, 80,972 ADSs.
|
(12) |
Consists of, in connection with the Securities Purchase Agreement, 40,486 ADSs.
|
(13) |
Consists of, in connection with the Securities Purchase Agreement, 40,486 ADSs.
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
• |
block trades in which the broker-dealer will attempt to sell the securities 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 exchange distribution in accordance with the rules of the applicable exchange;
|
• |
privately negotiated transactions;
|
• |
settlement of short sales;
|
• |
in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such securities at a stipulated price per security;
|
• |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
• |
a combination of any such methods of sale; or
|
• |
any other method permitted pursuant to applicable law.
|
• |
the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law prevailing in Israel;
|
• |
the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
|
• |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
|
• |
the judgment is not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;
|
• |
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
|
• |
an action between the same parties in the same matter was not pending in any Israeli court at the time at which the lawsuit was instituted in the foreign court; and
|
• |
the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.
|
SEC registration fee
|
$
|
1,410
|
||
FINRA filing fee
|
-
|
|||
Depositary and Transfer agent’s fees
|
80,971
|
|||
Printing and engraving expenses
|
*
|
|||
Legal fees and expenses
|
*
|
|||
Accounting fees and expenses
|
*
|
|||
Miscellaneous
|
*
|
|||
|
||||
Total
|
$
|
*
|
* |
Estimated fees and expenses are not presently known. If required, to be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus.
|
• |
the Company’s annual report on Form 20-F for the year ended December 31, 2023, as filed with the SEC on March 28, 2024;
|
• |
the Company’s Reports on Form 6-K as furnished to the SEC on August 21, 2024
(including Exhibits 99.1 (containing our financial results for the three and six months ended June 30, 2024 thereto) and 99.2 thereto), July 25, 2024 (including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 thereto), June 12, 2024, May
9, 2024 (including Exhibit 99.1 thereto (containing our financial results for the three months ended March 31, 2024)), May
8, 2024, May 3, 2024, March 7, 2024 and January
3, 2024; and
|
• |
the description of our share capital, which is set forth in Exhibit 2.1 of our Annual Report, and as may be further updated or amended in any
amendment or report filed for such purpose.
|