Chemomab Therapeutics Files 20-F for FY2023

TL;DR

Chemomab's 20-F is in, showing FY23 financials and past name changes. Check it for the latest.

AI Summary

Chemomab Therapeutics Ltd. filed its 20-F for the fiscal year ending December 31, 2023. The company, formerly known as Anchiano Therapeutics Ltd. and BioCancell Ltd., is based in Tel Aviv, Israel. The filing details its business operations and financial status, including information on share adjustments from a March 16, 2021 reverse split.

Why It Matters

This annual filing provides investors with a comprehensive overview of Chemomab Therapeutics' financial health, business strategy, and risks for the past fiscal year.

Risk Assessment

Risk Level: medium — As a biotechnology company, Chemomab Therapeutics faces inherent risks related to drug development, clinical trials, regulatory approvals, and market competition.

Key Numbers

• 20231231 — Fiscal Year End (The reporting period covered by the 20-F filing.)
• 001-38807 — SEC File Number (The company's SEC registration number.)

Key Players & Entities

• Chemomab Therapeutics Ltd. (company) — Filer of the 20-F report
• Anchiano Therapeutics Ltd. (company) — Former name of Chemomab Therapeutics Ltd.
• BioCancell Ltd. (company) — Former name of Chemomab Therapeutics Ltd.
• March 16, 2021 (date) — Date of share reverse split
• December 31, 2023 (date) — Fiscal year end for the 20-F report

FAQ

Filing Documents

• zk2431185.htm (20-F) — 2431KB
• exhibit_2-1.htm (EX-2.1) — 116KB
• exhibit_12-1.htm (EX-12.1) — 8KB
• exhibit_12-2.htm (EX-12.2) — 9KB
• exhibit_13-1.htm (EX-13.1) — 5KB
• exhibit_13-2.htm (EX-13.2) — 5KB
• exhibit_15-1.htm (EX-15.1) — 3KB
• exhibit_97-1.htm (EX-97.1) — 38KB
• cmmb_img01.jpg (GRAPHIC) — 200KB
• cmmb_img02.jpg (GRAPHIC) — 3KB
• image00034.jpg (GRAPHIC) — 32KB
• image3.jpg (GRAPHIC) — 172KB
• image13.jpg (GRAPHIC) — 572KB
• image00024.jpg (GRAPHIC) — 26KB
• image00025.jpg (GRAPHIC) — 31KB
• image00026.jpg (GRAPHIC) — 18KB
• image00027.jpg (GRAPHIC) — 33KB
• image00028.jpg (GRAPHIC) — 18KB
• image00029.jpg (GRAPHIC) — 19KB
• image00030.jpg (GRAPHIC) — 27KB
• image00031.jpg (GRAPHIC) — 37KB
• image00032.jpg (GRAPHIC) — 13KB
• image00033.jpg (GRAPHIC) — 46KB
• image00019.jpg (GRAPHIC) — 37KB
• image00020.jpg (GRAPHIC) — 40KB
• image00021.jpg (GRAPHIC) — 29KB
• image00022.jpg (GRAPHIC) — 33KB
• image00023.jpg (GRAPHIC) — 62KB
• 0001178913-24-001124.txt ( ) — 11841KB
• cmmb-20231231.xsd (EX-101.SCH) — 55KB
• cmmb-20231231_cal.xml (EX-101.CAL) — 47KB
• cmmb-20231231_def.xml (EX-101.DEF) — 128KB
• cmmb-20231231_lab.xml (EX-101.LAB) — 495KB
• cmmb-20231231_pre.xml (EX-101.PRE) — 261KB
• zk2431185_htm.xml (XML) — 1256KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes No Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b) Yes No CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 5 PART I 6

IDENTITY OF DIRECTORS,

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6

OFFER STATISTICS AND EXPECTED

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6

KEY INFORMATION

ITEM 3. KEY INFORMATION 6 A. [Reserved.] 6 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 6 D.

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 38 A. History and Development of the Company 38 B. Business Overview 39 C. Organizational Structure D. Property, Plants and Equipment

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 91

OPERATING AND FINANCIAL

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 91 A. Operating Results 92 B. Liquidity and Capital Resources 98 C. Research and Development, Patents and Licenses, Etc. 100 D. Trend Information 100 E. Critical Accounting Estimates 100

DIRECTORS, SENIOR MANAGEMENT

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 102 A. Directors and Senior Management 102 B. Compensation 104 C. Board Practices 110 D. Employees 120 E. Share Ownership 120 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 120

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 121 A. Major Shareholders 121 B. Related Party Transactions 123 C. Interests of Experts and Counsel 124

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 124 A. Consolidated Statements and Other Financial Information 124 B. Significant Changes 124

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 125 A. Offer and Listing Details 125 B. Plan of Distribution 125 C. Markets 125 D. Selling Shareholders 125 E.

Dilution

Dilution 125 F. Expenses of the Issue 125

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 125 A. Share Capital 125 B. Memorandum and Articles of Association 125 C. Material Contracts 125 D. Exchange Controls 126 E. Taxation 126 F. Dividends and Paying Agents 137 G. 138 H. Documents on Display 138 I. Subsidiary Information 138 J. Annual Report to Security Holders 138

QUANTITATIVE AND QUALITATIVE

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 138

DESCRIPTION OF SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 139 PART II 147

DEFAULTS, DIVIDEND ARREARAGES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 147

MATERIAL MODIFICATIONS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 147

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 147

[RESERVED]

ITEM 16. [RESERVED] 148

AUDIT COMMITTEE FINANCIAL

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 148

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 148

PRINCIPAL ACCOUNTANT

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 149

EXEMPTIONS FROM THE

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 150

PURCHASES OF EQUITY

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 150

CHANGE IN REGISTRANT'S

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 150

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 150

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 151

DISCLOSURE REGARDING

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 151

INSIDER TRADING POLICY

ITEM 16J. INSIDER TRADING POLICY 151

CYBERSECURITY

ITEM 16K. CYBERSECURITY 151 PART III 152

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 152

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 153

EXHIBITS

ITEM 19. EXHIBITS 153

SIGNATURES

SIGNATURES 155 INDEX F-1 INTRODUCTION In this Annual Report on Form 20-F (the "Annual Report"), unless context otherwise requires: references to "Chemomab Therapeutics Ltd.", "Chemomab," the "Company," "us," "we" and "our" refer to Chemomab Therapeutics Ltd., an Israeli company and its consolidated subsidiaries; however, with respect to the presentation of financial results for historical periods that preceded the Merger (as defined below), these terms refer to the financial results of the Company's wholly owned subsidiary, Chemomab Ltd., which was the accounting acquirer in the Merger; references to "ordinary shares," "our shares" and similar expressions refer to the Company's ordinary shares, no nominal (par) value; references to "ADS" refer to the American Depositary Shares listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "CMMB," each representing twenty (20) ordinary shares; references to "dollars," "U.S. dollars" and "$" are to United States Dollars; references to "NIS" are to New Israeli Shekels; references to the "Companies Law" are to Israel's Companies Law, 5759-1999, as amended; references to the "SEC" are to the U.S. Securities and Exchange Commission; and references to the "Merger" refer to the merger involving Anchiano Therapeutics Ltd., or Anchiano, and Chemomab Ltd., whereby a wholly owned subsidiary of Anchiano merged with and into Chemomab Ltd., with Chemomab Ltd. surviving as a wholly owned subsidiary of Anchiano. Upon consummation of the Merger on March 16, 2021, Anchiano changed its name to "Chemomab Therapeutics Ltd." and the business conducted by Chemomab Ltd. became primarily the business conducted by the Company. This Annual Report contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar meth

FORWARD-LOOKING STATEMENTS AND A SUMMARY OF RISK FACTORS

FORWARD-LOOKING STATEMENTS AND A SUMMARY OF RISK FACTORS This Annual Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in this Annual Report other than statements of historical fact, including, without limitation, statements regarding our future operating results and financial position, including our revenue and operating expenses profitability; our business strategies and plans; our expectations regarding the development of our industry and the competitive environment in which we operate; our expectations regarding partnerships and collaborations; our objectives for future operations; our ability to raise additional capital to fund our operations; and the sufficiency of our cash, cash equivalents and short-term investments, are forward-looking statements. The words "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "target," "seek," "believe," "estimate," "predict," "potential," "continue," "contemplate," "possible," "forecasts," "aims" or the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are contained principally in the sections titled Item 3.D. "Key Information-Risk Factors," Item 4. "Information on the Company," and Item 5. "Operating and Financial Review and Prospects." These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different f

. Identity

Item 1 . Identity of Directors, Senior Management and Advisers Not applicable.

. Offer

Item 2 . Offer Statistics and Expected Timetable Not applicable. Item 3 . Key Information A. [Reserved.] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors You should carefully consider the risks and uncertainties described below and the other information contained in this Annual Report before making an investment decision. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition, results of operations, or strategic objectives could be materially and adversely affected by any of these risks and uncertainties. The trading price and value of our ordinary shares could decline due to any of these risks and uncertainties, and you may lose all or part of your investment. This Annual Report also contains forward- looking Report. Risks Relating to Our Business and Industry Our limited operating history and funding may make it difficult to evaluate our prospects and likelihood of success. We are a clinical-stage biopharmaceutical company with a limited operating history. We were incorporated in 2011, have no products approved for commercial sale and have not generated any revenue. Our operations to date have been limited to organizing and staffing the company, business planning, raising capital, establishing our intellectual property portfolio and conducting research and development of our product candidates, technology related to CCL24 and novel therapies for the treatment of inflammation and fibrosis. Our approach to the discovery and development of product candidates is unproven, and we do not know whether we will be able to develop any products of commercial value. In addition, our lead product candidate, CM-101, is in relatively early clinical development for the treatment of primary sclerosing cholangitis (PSC) (as d

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View this 20-F filing on SEC EDGAR