SEC Form 424B5 filed by Chemomab Therapeutics Ltd.

Up to $7,258,687

Table of Contents

Base Prospectus

 

A registration statement on Form F-3 (File No. 333-275002) utilizing a shelf registration process relating to the securities described in this prospectus supplement was initially filed with the SEC on October 16, 2023, as amended on October 30, 2023, and was declared effective by the SEC as of November 3, 2023. Under this prospectus supplement, we may, from time to time, sell our ADSs having an aggregate offering price of up to $7,258,687.

Our management will have broad discretion in the use of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

 

Our management and board of directors will have broad discretion over the use of our net proceeds from this offering, and you will be relying on their judgment regarding the application of these proceeds, which can be different from that contemplated at the time of this offering. Our management and board of directors might not apply our net proceeds in ways that ultimately increase the value of your investment and we might not be able to yield a significant return, if any, on any investment of these net proceeds. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our products and cause the price of our ADSs to decline.

 

You may experience future dilution as a result of future equity offerings.

 

In order to raise additional capital, we expect to in the future offer additional ADSs or other securities convertible into or exchangeable for ADSs. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional ADSs or other securities convertible into or exchangeable for the ADSs in future transactions may be higher or lower than the price per share in this offering. See “Dilution” on page S-12.

 

Future sales of ADSs, or the perception that such sales could occur, may cause the prevailing market price of the ADSs to decrease. 

 

We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of the ADSs. Subject to the completion of this offering, we will have sold a substantial number of ADSs. Any sales of such ADSs in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for the ADSs, as well as make future sales of equity securities by us less attractive or even not feasible.

 

The sale of a substantial number of our ADSs in the public market, including sale of the ADSs by the Agent, could adversely affect the prevailing market price for our ADSs.

 

If we are classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, U.S. investors in our ADSs may be subject to adverse U.S. federal income tax consequences.

Risks Related to Our Incorporation and Location in Israel

 

Conditions in Israel, including the October 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region, and the threat of a wider regional conflict and Israel’s actions to counter these threats, may affect our operations. 

 

Our headquarters, six of our employees, including our Chief Executive Officer and Chief Financial Officer, and two members of our board of directors (not including our Chief Executive Officer) are located in Israel and therefore our business and operations are at risk of being directly affected by economic, political, geopolitical and military conditions in Israel.

 

Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

 

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen, as described below) and Iran. It is possible that hostilities with Hezbollah in Lebanon or those with Iran will re-escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries, will join the hostilities.  Such clashes may escalate in the future into a greater regional conflict, potentially involving other countries.

 

The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are the war’s economic implications, that may involve a downgrade in Israel’s credit rating by rating agencies (such as the downgrades by credit rating agencies), for our business and operations and for Israel’s economy in general.

 

In connection with the war, several hundred thousand Israeli military reservists were called up to service. With the exception of one employee, all of our Israeli personnel (including employees, consultants and directors) are exempt from military reserve duty, including our Chief Executive Officer and Chief Financial Officer. The single employee who was called up has since returned to work.

 

Chemomab currently has no ongoing clinical trials. Going forward, nebokitug clinical trial supplies for our Phase 3 PSC trial are manufactured by our supplier in Denmark and are not required to be manufactured in Israel under the regulations of the Israel Innovation Authority of the Israeli Ministry of Economy and Industry.

 

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure that such government coverage will be maintained or that it will sufficiently cover potential future damages.

 

It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The conflict is rapidly evolving and could disrupt our operations in Israel and hamper our ability to raise additional funds or sell our securities, among other outcomes.

 

In addition, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or increase. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products and provide our services to companies and customers in these countries. In addition, there have been increased efforts by countries, activists and organizations to cause companies and consumers to boycott Israeli goods and services. In addition, in January 2024 the International Court of Justice, or ICJ, issued an interim ruling in a case filed by South Africa against Israel in December 2023, making allegations of genocide amid and in connection with the war in Gaza, and ordered Israel, among other things, to  take measures to prevent genocidal acts,  prevent and punish incitement to genocide, and take steps to provide basic services and humanitarian aid to civilians in Gaza. There are concerns that companies and businesses will terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ decision. The foregoing efforts by countries, activists and organizations, particularly if they become more widespread, as well as the ICJ rulings and future rulings and orders of other tribunals against Israel (if handed), may materially and adversely impact our ability to sell and provide our products and services outside of Israel.

 

Furthermore, following Hamas’ attack on Israel and Israel’s security cabinet declaration of war against Hamas, the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels traversing the Red Sea, which marine vessels were thought to either be in route towards Israel or to be partly owned by Israeli businessmen. The Red Sea is a vital maritime route for international trade traveling to or from Israel. As a result of such disruptions, we may experience in the future delays in supplier deliveries, extended lead times, and increased cost of freight, increased insurance costs, purchased materials and manufacturing labor costs.  The risk of ongoing supply disruptions may further result in delayed deliveries of our products and may also have adverse impact on economic conditions in Israel.

 

Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel, as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets and other changes in macroeconomic conditions. To date, these initiatives have been substantially put on hold. If such changes to Israel’s judicial system are again pursued by the government and approved by the parliament, this may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

If you invest in the ADSs in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share and the as adjusted net tangible book value per ADS after this offering. Net tangible book value per ADS is calculated by subtracting our total liabilities from our total tangible assets, which is total assets, and dividing this amount by the number of ADSs outstanding. Our net tangible book value as of March 31, 2025 (unaudited) was approximately $10,393,000, or $0.55 per ADS.

 

 

 

The information above is based on 18,862,823 ADSs outstanding as of March 31, 2025, and excludes the following:

To the extent that options and warrants outstanding as of July 24, 2025, may be exercised, investors purchasing our securities in this offering may experience further dilution.

CAPITALIZATION

  

The following table sets forth our cash, cash equivalents and short-term bank deposits, and our capitalization as of March 31, 2025:

 

 

 

The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying base prospectus.

 

		As of March 31, 2025
		(unaudited)
		Actual				As Adjusted
Cash and cash equivalents and short-term bank deposits		$	10,703,000			$	17,631,940
Shareholders’ equity
Ordinary Shares, no par value - Authorized: 4,650,000,000 ordinary shares as of March 31, 2025
Issued and outstanding: 377,256,460 ordinary shares issued and outstanding actual; ; 509,232,580 ordinary shares issued and outstanding as adjusted
Additional paid-in capital			116,339,000				123,267,940
Accumulated deficit			( 105,946,000	)			( 105,946,000	)
Total shareholders’ equity		$	10,393,000			$	17,321,940
Total liabilities and shareholders’ equity		$	12,819,000			$	19,747,940

The information above is based on 18,862,823 ADSs outstanding as of March 31, 2025, and does not account for the following:

 

To the extent that options and warrants outstanding may be exercised, investors purchasing our securities in this offering may experience further dilution.

The following is a general discussion of certain material U.S. federal income tax considerations and Israeli tax consequences concerning the acquisition, ownership and disposition of our ADSs. It is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ADSs. This discussion is included for general information purposes only, does not purport to be complete, and does not constitute and is not a tax opinion or tax advice to any investor. You should consult your tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any U.S. state, local, non-U.S. or other taxing jurisdiction.

Certain Material U.S. Federal Income Tax Considerations for U.S. Holders

 

The following is a description of certain material U.S. federal income tax considerations of the ownership and disposition of our ADSs. This description addresses only the U.S. federal income tax consequences to U.S. Holders that hold our ADSs as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon the Code, applicable U.S. Treasury regulations, administrative pronouncements and judicial decisions, in each case as in effect on the date hereof, all of which are subject to change or differing interpretation (possibly with retroactive effect). Any such change or differing interpretation could result in tax consequences different from those described below. We have not and will not request a ruling from the Internal Revenue Service (the “IRS”) or an opinion of counsel regarding the tax consequences of the ownership or disposition of our ADSs, and there can be no assurance that the IRS or any court will agree with the discussion set out below. This summary does not address any U.S. tax consequences other than U.S. federal income tax consequences, such as any alternative minimum, estate, or gift tax consequences, the Medicare tax on net investment income, the special tax accounting rules under Section 451(b) of the Code, or any state, local or non-U.S. tax consequences.

 

This description does not address tax considerations applicable to holders that may be subject to special tax rules, including, without limitation:

 

For purposes of this description, a “U.S. Holder” is a beneficial owner of our ADSs that, for U.S. federal income tax purposes, is:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our ADSs, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to the particular U.S. federal income tax consequences of owning and disposing of our ADSs in its particular circumstance.

 

U.S. Holders should consult their own tax advisors with respect to the U.S. federal, state, and local and non-U.S. tax consequences of owning and disposing of our ADSs in their particular circumstances.

 

Distributions

 

Subject to the discussion under “- Passive Foreign Investment Company Considerations” below, the gross amount of any distribution made to a U.S. Holder with respect to our ADSs, before reduction for any Israeli taxes withheld therefrom, generally will be includible in the U.S. Holder’s income as dividend income on the date on which the distribution is actually or constructively received, to the extent such distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of any distribution by us exceeds our current and accumulated earnings and profits, as determined under U.S. federal income tax principles, it will be treated first as a tax-free return of the U.S. Holder’s adjusted tax basis in our ADSs and thereafter as capital gain. However, we do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles and, therefore, U.S. Holders should expect that the entire amount of any distribution generally will be taxable as dividend income to them.

Non-corporate U.S. Holders may qualify for the lower rates of taxation with respect to dividends on our ADSs applicable to long-term capital gains (,generally, gains from the sale of capital assets held for more than one year), provided that (i) our ADSs on which the dividends are paid are readily tradable on an established securities market in the United States, (ii) we are not a PFIC (as discussed below under “- Passive Foreign Investment Company Considerations”) with respect to such U.S. Holders in our taxable year in which the dividends were paid or in the prior taxable year and (iii) certain other conditions are met, including certain holding period requirements and the absence of certain risk reduction transactions. Based on the nature and composition of our income and assets as well as our market capitalization, we believe that we likely were a PFIC for our 2024 taxable year. The determination of our status as a PFIC for our 2025 taxable year is made after the end of the 2025 taxable year, accordingly, there can be no assurance in this regard. However, dividends on our ADSs will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. U.S. Holders should consult their own tax advisors regarding the availability of the lower rates of taxation for dividends paid with respect to our ADSs.

The amount of any distribution paid in foreign currency will be equal to the U.S. dollar value of such currency, translated at the spot rate of exchange on the date such distribution is actually or constructively received, regardless of whether the payment is in fact converted into U.S. dollars at that time. If such distribution is converted into U.S. dollars on the date of actual or constructive receipt, a U.S. Holder generally should not be required to recognize any foreign currency gain or loss in respect of such distribution. The U.S. Holder may have foreign currency gain or loss, however, if such distribution is converted into U.S. dollars after the date of actual or constructive receipt. Any such gain or loss generally will be treated as U.S. source ordinary income or loss.

Dividends paid to a U.S. Holder with respect to our ADSs generally will be treated as foreign source income, which may be relevant in calculating the U.S. Holder’s foreign tax credit limitation. Subject to certain conditions and limitations, Israeli tax withheld on dividends may be credited against a U.S. Holder’s U.S. federal income tax liability or, at the U.S. Holder’s election, be deducted from the U.S. Holder’s U.S. federal taxable income. Dividends that we distribute generally should constitute “passive category income” for purposes of the foreign tax credit. A foreign tax credit for foreign taxes imposed on distributions may be denied if the U.S. Holder does not satisfy certain minimum holding period requirements. The rules relating to the determination of the foreign tax credit are complex, and U.S. Holders should consult their own tax advisors regarding the availability of a U.S. foreign tax credit in their particular circumstances and the possibility of claiming a deduction (in lieu of the U.S. foreign tax credit) for any foreign taxes paid or withheld.

  

Sale, Exchange or Other Disposition of ADSs

 

Subject to the discussion under “- Passive Foreign Investment Company Considerations” below, a U.S. Holder generally will recognize gain or loss on the sale, exchange or other disposition of our ADSs equal to the difference between the amount realized on such sale, exchange or other disposition and the U.S. Holder’s adjusted tax basis in our ordinary shares, and such gain or loss will be capital gain or loss. For a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ADSs generally is eligible for a preferential rate of taxation applicable to capital gains, if the U.S. Holder’s holding period for such ADSs exceeds one year (i.e., such gain is long-term capital gain). The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Any such gain or loss that a U.S. Holder recognizes generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes.

 

Mark-to-market elections

 

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs, then in lieu of being subject to the tax and interest charge rules discussed above, the U.S. Holder may make an election to include gain on the ADSs as ordinary income under a mark-to-market election, provided that the ADSs are “marketable.” The ADSs will be marketable if they are “regularly traded” on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations, such as the Nasdaq Capital Market. For these purposes, the ADSs will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. However, because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, the U.S. Holder generally will continue to be subject to the PFIC rules discussed above with respect to the U.S. Holder’s indirect interest in such lower-tier PFICs. As a result, it is possible that any mark-to-market election will be of limited benefit.

If a U.S. Holder makes an effective mark-to-market election, in each taxable year that we are a PFIC, the U.S. Holder will include in ordinary income the excess of the fair market value of the ADSs at the end of the year over the U.S. Holder’s adjusted tax basis in the ADSs. The U.S. Holder will be entitled to deduct as an ordinary loss in each such year the excess of the U.S. Holder’s adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions as a result of the mark-to-market election. If a U.S. Holder’s makes an effective mark-to-market election, in each taxable year that we are a PFIC, any gain that the U.S. Holder recognizes upon the sale or other disposition of the ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

 

If a U.S. Holder makes an effective mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. U.S. Holders should consult their own tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in their particular circumstances.

 

Qualified electing fund elections

 

In certain circumstances, a U.S. equity holder in a PFIC may avoid the adverse tax and interest-charge regime described above by making a “qualified electing fund” (“QEF”) election to include in income such holder’s share of the PFIC’s income on a current basis. However, if we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs, the U.S. Holder may make a QEF election with respect to the ADSs only if we agree to furnish the U.S. Holder annually with a PFIC annual information statement as specified in the applicable U.S. Treasury regulations. If we are a PFIC for our current taxable year, we currently do not plan to provide the information necessary for a U.S. Holder to make a QEF election. 

Tax reporting

If a U.S. Holder owns our ADSs during any taxable year in which we are a PFIC, the U.S. Holder generally will be required to file an IRS Form 8621 with respect to us, generally with the U.S. Holder’s U.S. federal income tax return for that year. U.S. Holders should consult their own tax advisors concerning any PFIC filing or reporting requirements in their particular circumstances.

 

U.S. Holders should consult their own tax advisors regarding whether we are a PFIC as well as the potential U.S. federal income tax consequences of holding and disposing our ADSs if we are or become classified as a PFIC, including the possibility of making a mark-to-market or QEF election in their particular circumstances.

Backup Withholding and Information Reporting Requirements

 

Dividend payments on and proceeds paid from the sale or other taxable disposition of our ADSs may be subject to information reporting to the IRS. In addition, a U.S. Holder may be subject to backup withholding on cash payments received in connection with dividend payments and proceeds from the sale or other taxable disposition of our ADSs made within the United States or through certain U.S. related financial intermediaries.

 

Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number (generally on an IRS Form W-9), provides other required certification and otherwise complies with the applicable requirements of the backup withholding rules or that is otherwise exempt from backup withholding (and, when required, demonstrates such exemption). Backup withholding is not an additional tax. Rather, any amount withheld under the backup withholding rules will be creditable or refundable against the U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Foreign Asset Reporting

 

Certain U.S. Holders are required to report their holdings of certain foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds certain threshold amounts by filing an IRS Form 8938 with their U.S. federal income tax return. Our ADSs are expected to constitute foreign financial assets subject to these requirements unless the ADSs are held in an account at certain financial institutions. U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of our ADSs and the significant penalties for non-compliance.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the ownership and disposition of our ADSs. U.S. Holders should consult their own tax advisors concerning the U.S. federal, state, and local and non-U.S. income and non-income tax consequences in their particular situation, including any tax reporting requirements and the impact of any potential change in law.

We have entered into a Sales Agreement with the Agent. Pursuant to this prospectus supplement, we may offer and sell our ADSs having an aggregate gross sales price of up to $7,258,687 from time to time through the Agent. A copy of the Sales Agreement will be filed as an exhibit to a Report on Form 6-K and will be incorporated by reference into this prospectus supplement.

We will pay the Agent commissions, in cash, for its service in acting as agent in the sale of our ADSs. The Agent will be entitled to compensation at a commission rate of 3.0% of the sales price per share sold under the Sales Agreement. Because there is no minimum offering amount required as a condition to closing this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Agent for certain specified expenses, including the fees and disbursements of its legal counsel in an amount not to exceed $50,000 and certain ongoing disbursements of its legal counsel payable in the amount of up to $5,000 per calendar quarter and $10,000 for each amendment or replacement of the prospectus supplement. We estimate that the total expenses for the offering, excluding compensation and reimbursements payable to the Agent under the terms of the Sales Agreement, will be approximately $113,000.

The following are the estimated expenses related to the filing of the registration statement of which this prospectus supplement forms a part, all of which will be paid by us.

 

NOVEMBER 3, 2023

PROSPECTUS

 

$200,000,000

 

Ordinary Shares, ADSs, Debt, Warrants

and Units offered by the Company  

Chemomab Therapeutics Ltd.  

 

We may offer, issue and sell from time to time, in one or more offerings, ordinary shares, including ordinary shares represented by American Depositary Shares, or the ADSs, debt, warrants or units, which we collectively refer to as the “securities.” Each ADS represents twenty (20) of our ordinary shares. The aggregate initial offering price of the securities that we may offer and sell under this prospectus will not exceed $200 million.

 

We may offer and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices and on terms to be determined at or prior to the time of each offering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. The prospectus supplement will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement before you invest.

 

The securities covered by this prospectus may be offered through one or more underwriters, dealers and agents, or directly to purchasers. The names of any underwriters, dealers or agents, if any, will be included in a supplement to this prospectus. For general information about the distribution of securities offered, please see “Plan of Distribution” beginning on page 36.

 

ADSs are traded on the Nasdaq Capital Market under the symbol “CMMB.” The last reported sale price of ADSs on the Nasdaq Capital Market on October 27, 2023 was $0.797 per ADS.

On October 27, 2023, the aggregate market value worldwide of our outstanding voting and non-voting common equity held by non-affiliates was approximately $12.8 million, based on 225,089,800 ordinary shares outstanding (which would be represented by 11,254,490 ADSs) and a per ADS price of $1.14 based on the highest closing sale price of ADS on the Nasdaq Capital Market during the 60 day period prior to October 27, 2023. As of the date hereof, we have sold or offered 772,900 ADSs for a total of approximately $1.4 million pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities registered on this registration statement of which any prospectus supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting and nonvoting common equity held by non-affiliates (the “public float”) in any 12-month period so long as our public float remains below $75 million.

 

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 41 of this prospectus.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is November 3, 2023

 

	Page
ABOUT THIS PROSPECTUS	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
ABOUT CHEMOMAB THERAPEUTICS LTD.	6
RISK FACTORS	8
USE OF PROCEEDS	9
CAPITALIZATION	10
DESCRIPTION OF SECURITIES	11
DESCRIPTION OF SHARE CAPITAL	12
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	19
DESCRIPTION OF DEBT SECURITIES	27
DESCRIPTION OF WARRANTS	34
DESCRIPTION OF UNITS	35
PLAN OF DISTRIBUTION	36
ENFORCEMENT OF CIVIL LIABILITIES	37
EXPENSES	38
LEGAL MATTERS	39
EXPERTS	40
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	41

•

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;

•

we have a limited operating history and funding, which may make it difficult to evaluate our prospects and likelihood of success;

•

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;

•

our central objective is to design and develop targeted treatments for inflammation and fibrosis with an initial focus on the antagonism of CCL24 signaling, which is known to regulate fibrotic and inflammatory processes;

•

while several studies are currently underway, our approach in the area of fibrotic diseases is novel and unproven and may not result in marketable products;

•

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 its product development programs, which could have a material adverse effect on our business;

•

we may encounter difficulties enrolling patients in our clinical studies, including due to the continuing effects of the COVID-19 pandemic, or other public health emergencies and related clinical development activities could be delayed or otherwise adversely affected;

•

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;

•

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;

•

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;

•

we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us;

•

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, and 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 its other product candidates;

•

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;

•

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;

•

changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates;

•

risks related to our operations in Israel could materially adversely impact our business, financial condition and results of operations;

•

our principal executive offices are located in Israel 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 its product candidates receives regulatory approval;

•

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;

•

holders of ADSs may be subject to limitations on the transfer of their ADSs and the withdrawal of the underlying ordinary shares;

•

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;

•

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; and

•

we presently anticipate that we will be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.

•	FAST scores were improved in a higher proportion of CM-101-treated patients than in placebo patients.

•	CM-101-treated patients with higher FAST scores demonstrated greater improvements in key fibro-inflammatory biomarkers than patients with lower FAST scores or placebo patients.

•

amendments to our amended and restated articles of association;

•

appointment, terms of service or and termination of service of our auditors;

•

appointment of directors, including external directors (if applicable);

•

approval of certain related party transactions;

•

increases or reductions of our authorized share capital;

•

a merger; and

•

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.

Persons depositing or withdrawing ordinary shares or ADS holders must pay	​	​	For
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	​	​	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
$.05 (or less) per ADS	​	​	Any cash distribution to ADS holders
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	​	​	Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
$.05 (or less) per ADS per calendar year	​	​	Depositary services

Persons depositing or withdrawing ordinary shares or ADS holders must pay	​	​	For
Registration or transfer fees	​	​	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
Expenses of the depositary	​	​	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)   Converting foreign currency to U.S. dollars
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	​	​	As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	​	​	As necessary

●

the title and ranking of the debt securities (including the terms of any subordination provisions);

●

the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;

●

any limit on the aggregate principal amount of the debt securities;

●

the date or dates on which the principal of the securities of the series is payable;

●

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

●

the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;

●

the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;

●

any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

●

the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

●

the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

●

whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

●

the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

●

the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

●

the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;

●

if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

●

the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

●

any provisions relating to any security provided for the debt securities;

●

any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;

●

any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;

●

any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;

●

the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;

●

any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and

●

whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2)

●

we are the surviving entity or the successor person (if other than Chemomab ) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction or the State of Israel and expressly assumes our obligations on the debt securities and under the indenture; and

●

immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.

●

default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);

●

default in the payment of principal of any security of that series at its maturity;

●

default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or Chemomab and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;

●

certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Chemomab; and

●

any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1)

●

that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and

●

the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7)

●

to cure any ambiguity, defect or inconsistency;

●

to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;

●

to provide for uncertificated securities in addition to or in place of certificated securities;

●

to add guarantees with respect to debt securities of any series or secure debt securities of any series;

●

to surrender any of our rights or powers under the indenture;

●

to add covenants or events of default for the benefit of the holders of debt securities of any series;

●

to comply with the applicable procedures of the applicable depositary;

●

to make any change that does not adversely affect the rights of any holder of debt securities;

●

to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;

●

to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or

●

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)

●

reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

●

reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;

●

reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;

●

reduce the principal amount of discount securities payable upon acceleration of maturity;

●

waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);

●

make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;

●

make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or

●

waive a redemption payment with respect to any debt security. (Section 9.3)

●

we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and

●

any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).

●

depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and

●

delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4)

●

the title of the warrants;

●

the number of securities purchasable upon exercise of the warrants;

●

the designation and terms of the securities, if any, with which the warrants are issued, and the number of the warrants issued with each such offered security;

●

the date, if any, on and after which the warrants and the related securities will be separately transferable;

●

the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased;

●

the date on which the right to exercise the warrants will commence and the date on which the right will expire;

●

if applicable, the date on and after which such warrants and the related securities will be separately transferable;

●

information with respect to book-entry procedures, if any;

●

if applicable, a discussion of the material Israeli and U.S. income tax considerations applicable to the issuance or exercise of such warrants;

●

the anti-dilution and adjustment of share capital provisions of the warrants, if any;

●

the minimum or maximum amount of the warrants which may be exercised at any one time;

●

any circumstances that will cause the warrants to be deemed to be automatically exercised; and

●

any other material terms of the warrants.

	●	the terms of the units and of the ordinary shares, rights and/or warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
	●	a description of the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in connection with the unit offering;
	●	a description of the provisions for the payment, settlement, transfer or exchange of the units; and
	●	any material provisions of the governing unit agreement that differ from those described above.

	●	through underwriters or dealers;
	●	directly to a limited number of purchasers or to a single purchaser;
	●	through agents; or
	●	through any other method permitted by applicable law and described in the applicable prospectus supplement.

	●	block transactions and transactions on the Nasdaq Capital Market or any other organized market where the securities may be traded;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;
	●	ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
	●	sales “at the market” into an existing trading market; or
	●	sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

	●	the name or names of any underwriters, dealers or agents;
	●	the method of distribution;
	●	the public offering price or purchase price and the proceeds to us from that sale;
	●	the expenses of the offering;
	●	any discounts or commissions to be allowed or paid to the underwriters, dealers or agents;
	●	all other items constituting underwriting compensation and the discounts and commissions to be allowed or paid to dealers, if any; and
	●	any other information regarding the distribution of the securities that we believe to be material.

●

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		$	9,621
FINRA filing fee			3,140
Depositary and Transfer agent’s fees			*
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 Reports on Form 10-K for the years ended December 31, 2022 and December 31, 2021 filed with the SEC on March 20, 2023 (the “2022 Annual Report”) and March 30, 2022, respectively;
	●	the Company’s Current Reports on Form 8-K filed with the SEC on January 3, 2023, January 11, 2023, February 21, 2023, February 21, 2023, May 11, 2023, June 5, 2023, June 16, 2023, and Reports on Form 6-K furnished with the SEC on July 3, 2023, August 8, 2023 and August 14, 2023; and

●

the description of our share capital, which is set forth in Exhibit 4.1 of the 2022 Annual Report, and as may be further updated or amended in any amendment or report filed for such purpose, including Exhibit 4.1 to our 2022 Annual Report on Form 10-K for the year ended December 31, 2022.