Adi Mor Amends Chemomab Therapeutics Stake

TL;DR

Adi Mor updated their Chemomab Therapeutics stake filing on 11/29/24.

AI Summary

Adi Mor has amended their Schedule 13D filing for Chemomab Therapeutics Ltd. on November 29, 2024. This filing indicates a change in the beneficial ownership of the company's Ordinary Shares. The filing does not specify a dollar amount or a specific percentage change in ownership.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in control or investment strategy by significant shareholders, potentially impacting the stock price.

Risk Assessment

Risk Level: medium — Schedule 13D filings indicate significant ownership stakes, and changes can signal potential strategic moves or market sentiment shifts.

Key Players & Entities

• Adi Mor (person) — Filer of the Schedule 13D/A
• Chemomab Therapeutics Ltd. (company) — Subject company of the filing
• Anchiano Therapeutics Ltd. (company) — Former company name of Chemomab Therapeutics Ltd.
• BioCancell Ltd. (company) — Former company name of Chemomab Therapeutics Ltd.

FAQ

Key Financial Figures

• $1.235 — 4,148,867 ADSs, at a purchase price of $1.235 per ADS; and (ii) in lieu of ADSs, Pre-
• $1.2349 — o 3,948,300 ADSs at a purchase price of $1.2349 per warrant ("July 2024 Private Placeme
• $0.0001 — nded Warrants have an exercise price of $0.0001 per ADS, are immediately exercisable an
• $10.0 million — 2024 Private Placement of approximately $10.0 million before deducting any offering expenses

Filing Documents

• zk2432412.htm (SC 13D/A) — 53KB
• 0001178913-24-003877.txt ( ) — 54KB

Purpose of Transaction

Item 4. Purpose of Transaction. Dr. Adi Mor serves as the Chief Executive Officer, Chief Scientific Officer and a member of the board of directors of the Issuer, and, in such capacities, has certain influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. On July 25, 2024, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain investors, but not including either of the Reporting Individuals, (the "Purchasers"), pursuant to which the Issuer 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 ("July 2024 Private Placement"). The Pre-Funded Warrants have an exercise price of $0.0001 per ADS, are immediately exercisable and remain exercisable until exercised in full. The July 2024 Private Placement closed on July 30, 2024, and the Issuer received gross proceeds from the July 2024 Private Placement of approximately $10.0 million before deducting any offering expenses payable by the Company. As a result of the July 2024 Private Placement, the amount of securities issued and outstanding increased, and as disclosed in the Issuer's Exhibit 99.1 to its Current Report on Form 6-K, as furnished to the Securities and Exchange Commission on November 14, 2024, as of September 30, 2024 the total issued and outstanding ADSs were 18,856,611.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. All calculations of beneficial ownership percentage in this Amendment No. 2 are made on the basis of 18,856,611 ADSs issued and outstanding as of September 30, 2024, as reported by the Issuer in Exhibit 99.1 to its Current Report on Form 6-K, as furnished to the SEC on November 14, 2024. (a) Because of their spousal relationship, each of the Reporting Individuals may be deemed to beneficially own 898,221 ADSs of the Issuer, representing approximately 4.8% of the issued and outstanding share capital of the Issuer, constituting the aggregate number and percentage of ADSs beneficially owned by the Reporting Individuals as a whole. Each of the Reporting Individuals possesses shared voting and dispositive power with respect to all of those 898,221 ADSs. (b) The Reporting Individuals possess shared power to vote and direct the vote, and shared power to dispose or to direct the disposition of 898,221 ADSs of the Issuer, as described in paragraph (a) of this Item 5 above. Those 898,221 ADSs consist of (i) 317,075 ADSs owned directly by Dr. Adi Mor, (ii) 251,147 ADSs owned by Prof. Kobi George, (Dr. Adi Mor's spouse), (iii) 296,274 ADSs issuable upon the exercise of options held by Dr. Adi Mor, and (iv) 33,725 ADSs issuable to Prof. Kobi George upon the exercise of options held by him. (c) Neither of the Reporting Individuals has effected any transactions in securities of the Issuer in the past 60 days. (d) Not applicable. (e) As of the closing of the July 2024 Private Placement, the amount of securities issued and outstanding increased, and as of September 30, 2024 the total issued and outstanding ADSs were 18,856,611. According to the disclosure contained in Exhibit 99.1 to the Issuer's Current Report on Form 6-K, as furnished to the SEC on November 14, 2024, the Reporting Individuals are no long beneficial owners of five percent or more of the Issuer's ADSs

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k)(1) SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth in this statement is true, complete and correct. Dated: November 29, 2024 /s/ Adi Mor ADI MOR /s/ Kobi George KOBI GEORGE

View Full Filing

View this SC 13D/A filing on SEC EDGAR