SEC Form SC 13G filed by Chemomab Therapeutics Ltd.
$CMMB
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Chemomab Therapeutics Ltd.
(Name of Issuer)
Ordinary shares, no par value
American Depository Shares, each of which represents twenty ordinary shares, no par value
(Title of Class of Securities)
16385C104**
(CUSIP Number)
July 25, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
**This CUSIP number applies to the American Depositary Shares (“ADSs”). No CUSIP number exists for the underlying ordinary shares.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 16385C104
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13G
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Funds Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
--
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6
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SHARED VOTING POWER
1,214,575 (*)
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7
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SOLE DISPOSITIVE POWER
--
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8
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SHARED DISPOSITIVE POWER
1,214,575 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,575 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.56% (*) (**)
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 18,508,057 ADSs outstanding as of July 25, 2024 (as provided by the Issuer).
2
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CUSIP No. 16385C104
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13G
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Global Healthcare GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
--
|
|
6
|
SHARED VOTING POWER
1,214,575 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
--
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,214,575 (*)
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,575 (*)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.56% (*) (**)
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|
|
12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 18,508,057 ADSs outstanding as of July 25, 2024 (as provided by the Issuer).
3
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CUSIP No. 16385C104
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13G
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Page 4 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Sphera Global Healthcare Management LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
--
|
|
6
|
SHARED VOTING POWER
1,214,575 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
--
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,214,575 (*)
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,575 (*)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.56% (*) (**)
|
|
|
12
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TYPE OF REPORTING PERSON (See instructions)
PN
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 18,508,057ADSs outstanding as of July 25, 2024 (as provided by the Issuer).
4
| Item 1. (a) |
Name of Issuer:
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Chemomab Therapeutics Ltd.
| (b) |
Address of Issuer's Principal Executive Offices:
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Kiryat Atidim, Building 7, Tel Aviv 6158002, Israel
| Item 2. (a) |
Name of Person Filing:
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Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP
| (b) |
Address of Principal Business Office:
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Sphera Funds Management Ltd. – 4 Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
Sphera Global Healthcare GP Ltd. – 4 Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
Sphera Global Healthcare Management LP – 4 Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
| (c) |
Citizenship:
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Sphera Funds Management Ltd. – Israel
Sphera Global Healthcare GP Ltd. – Israel
Sphera Global Healthcare Management LP – Israel
| (d) |
Title of Class of Securities:
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American Depository Shares, each of which represents twenty ordinary shares, no par value
| (e) |
CUSIP Number:
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16385C104
| Item 3. |
Not applicable.
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5
| Item 4. |
Ownership:
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| (a) |
Amount beneficially owned:
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See row 9 of cover page of each reporting person.
The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare Management LP are beneficially owned
as follows:
| • |
1,214,575 ADSs, representing a total of 6.56% of the total ADSs outstanding, are held directly by Sphera Biotech Master Fund, which has delegated its investment management authority to Sphera Global Healthcare Management LP (the "Management
Company").
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The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares of which are owned 90% by Sphera
Funds Management Ltd.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each
Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the
Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.
| (b) |
Percent of class:
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See row 11 of cover page of each reporting person
| (c) |
Number of shares as to which such person has:
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| (i) |
Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
| (ii) |
Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
| (iii) |
Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
| (iv) |
Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
6
| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another:
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group:
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Not applicable.
| Item 9. |
Notice of Dissolution of Group:
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Not applicable.
| Item 10. |
Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
August 20, 2024
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Sphera Funds Management Ltd.
/s/ Oshrat Levi By: Oshrat Levi
Title: CFO Sphera Global Healthcare GP Ltd.
/s/ Oshrat Levi By: Oshrat Levi Title: CFO Sphera Global Healthcare Management LP
/s/ Oshrat Levi By: Oshrat Levi Title: CFO |
8
EXHIBIT NO. DESCRIPTION
| Exhibit 1 |
9