UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38807

Chemomab Therapeutics Ltd.

(Exact Name of Registrant as Specified in its Charter)

Israel		81-3676773

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Kiryat Atidim, Building 7
Tel Aviv, Israel 6158002
(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: +972-77-331-0156

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing twenty (20) ordinary shares, no par value per share	CMMB	Nasdaq Capital Market
Ordinary shares, no par value per share	n/a	Nasdaq Capital Market*

*Not for trading; only in connection with the registration of American Depository Shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~November 12, 2021,~~May 11, 2022, the registrant had ~~11,400,756~~11,404,515 American Depositary Shares outstanding.

CHEMOMAB THERAPEUTICS LTD.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS


PART I. – FINANCIAL INFORMATION	1

Item 1.Financial Statements	1

Item 1.~~Financial Statements~~	1

~~Item 2.Management’s~~2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.~~Quantitative~~3.Quantitative and Qualitative Disclosures About Market Risk.	18 20

Item 4.~~Controls~~4.Controls and Procedures.	18 20

PART II. – OTHER INFORMATION	18 21

Item 1.~~Legal~~1.Legal Proceedings	18 21

Item ~~1A.Risk~~1A.Risk Factors	18 21

Item 2.~~Unregistered~~2.Unregistered Sales of Equity Securities and Use of Proceeds.	19 21

Item 3.~~Defaults~~3.Defaults Upon Senior Securities.	19 21

Item 4.~~Mine~~4.Mine Safety Disclosures.	19 21

Item 5.~~Other~~5.Other Information.	19 21

Item 6.6.Exhibits.~~Exhibits.~~	19 22

SIGNATURES	20 23

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of this Quarterly Report on Form 10-Q. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, the risks set forth under the caption “Risk Factors” below, which are incorporated herein by reference as well as those business risks and factors described elsewhere in this report and in our other filings with the Securities and Exchange Commission (the “SEC”), specifically our most recent Annual Report on Form 10-K, ~~most recently filed~~and our Quarterly Reports on Form 10-Q ~~and our~~filed Current Reports on Form ~~8-K.~~8-K filed subsequently to our most recent Annual Report on Form 10-K. All forward-looking statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CERTAIN TERMS USED IN THIS QUARTERLY REPORT ON FORM 10-Q

As used in this Quarterly Report on Form 10-Q, unless the 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, although 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 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 U.S. Dollars;~~

•

~~references to “NIS” are to New Israeli Shekels;~~

•

~~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. and Chemomab Ltd., whereby a wholly owned subsidiary of Anchiano Therapeutics Ltd. merged with and into Chemomab Ltd., with Chemomab Ltd. surviving as a wholly owned subsidiary of Anchiano Therapeutics Ltd. Upon consummation of the Merger, Anchiano Therapeutics Ltd. changed its name to “Chemomab Therapeutics Ltd.” and the business conducted by Chemomab Ltd. became primarily the business conducted by the Company.

•

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 U.S. Dollars;

•

references to “NIS” are to New Israeli Shekels;

•

references to the “SEC” are to the U.S. Securities and Exchange Commission; and

•

PART I. – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

~~Financial Statements~~

Chemomab Therapeutics Ltd. and

its subsidiaries

Condensed Consolidated Interim

Financial Statements

As of March 31, 2022

(Unaudited)

Chemomab Therapeutics Ltd.

and its subsidiaries

Unaudited Condensed Consolidated Interim Financial Statements as of March 31, 2022

Contents

	Page

Condensed Consolidated Interim Balance Sheets	3

Condensed Consolidated Interim Statements of Operations	4

Condensed Consolidated Interim Statements of Changes in Equity	5

Condensed Consolidated Interim Statements of Cash Flow	6

Notes to the Condensed Consolidated Interim Financial Statements	7-10

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Balance Sheets

In USD thousands (except share amounts)

~~Condensed Consolidated Balance Sheets~~

~~In USD thousands (except share amounts)~~

March 31,

December 31,

Note

2022

2021

Unaudited

Audited

Assets

Current assets

Cash and cash equivalents

13,827

15,186

Short term bank deposits

43,579

45,975

Other receivables and prepaid expenses

1,934

1,527

Total current assets

59,340

62,688

Non-current assets

Long term prepaid expenses

864

908

Property and equipment, net

358

357

Restricted cash

Operating lease right-of-use assets

309

345

Total non-current assets

1,616

1,665

Total assets

60,956

64,353

Current liabilities

Trade payables

1,487

1,336

Accrued expenses

1,248

555

Employee and related expenses

666

653

Operating lease liabilities

116

106

Total current liabilities

3,517

2,650

Non-current liabilities

Operating lease liabilities - long term

203

237

Total non-current liabilities

203

237

Commitments and contingent liabilities

Total liabilities

3,720

2,887

Shareholders' equity

Ordinary shares 0 par value - Authorized: 650,000,000 shares as of March 31, 2022 and as of December 31, 2021;

Issued and outstanding: 228,090,300 ordinary shares as of March 31, 2022 and as of December 31, 2021

Additional paid in capital

98,513

97,639

Accumulated deficit

(41,277

)

(36,173

)

Total shareholders’ equity

57,236

61,466

Total liabilities and shareholders’ equity

60,956

64,353

September 30,
2021
December 31,
2020
Note
Unaudited
Audited
Assets

Current assets
Cash and cash equivalents
37,744
11,674
Short term bank deposits
26,524
24
Other receivables and prepaid expenses
1,574
141

Total current assets
65,842
11,839

Non-current assets
Long term deposit
0-
4
Long term prepaid expenses
952
0-
Property and equipment, net
234
152
Restricted cash
53
53
Operating lease right-of-use assets
359
428

Total non-current assets
1,598
637

Total assets
67,440
12,476

Current liabilities
Trade payables
481
93
Accrued expenses
637
715
Employee and related expenses
451
438
Operating lease liabilities
61
70

Total current liabilities
1,630
1,316

Non-current liabilities
Operating lease liabilities - long term
298
358

Total non-current liabilities
298
358

Commitments and contingent liabilities

Total liabilities
1,928
1,674

Shareholders’ equity
1

Ordinary shares 0 par value - Authorized: 650,000,000 shares as of September 30, 2021 and 500,000,000 shares as of December 31, 2020;
0-
0-
Issued and outstanding: 227,956,060 ordinary shares at September 30, 2021 and 9,274,838 ordinary shares at December 31, 2020
-
-

Additional paid in capital
96,649
34,497
Accumulated deficit
(31,137
)
(23,695
)

Total shareholders’ equity
65,512
10,802
Total liabilities and shareholders’ equity
67,440
12,476

* Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Interim Statements of Operations (Unaudited)

In USD thousands

~~Chemomab Therapeutics Ltd.~~	Three months		Three months
	Ended		Ended
	March 31,		March 31,
	2022		2021

~~Condensed Consolidated Interim Statements of Operations (Unaudited)~~Operating expenses
~~In USD thousands~~
Research and development	2,745		1,157

General and administrative	2,575		542

Total operating expenses	5,320		1,699

Financing expenses (income), net	(216	)	5

Net loss for the period	5,104		1,704

Basic and diluted loss per Ordinary Share*	0.022		0.011

Weighted average number of Ordinary Shares outstanding, basic, and diluted*	228,090,300		156,751,771

Three months
Ended
September
30, 2021
Three months
Ended
September
30, 2020
Nine months
Ended
September
30, 2021
Nine months
Ended
September
30, 2020
Operating expenses

Research and development
1,487
1,031
3,951
3,430

General and administrative
1,404
194
3,392
600

Total operating expenses
2,891
1,225
7,343
4,030

Financing expenses (income), net
77
(1
)
99
(30
)

Net loss for the period
2,968
1,224
7,442
4,000

Basic and diluted loss per Ordinary Share*
0.013
0.009
0.038
0.030

Weighted average number of Ordinary Shares outstanding, basic, and diluted*
227,956,060
139,397,366
195,292,384
134,360,798

* Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer’s shareholders in the reverse recapitalization transaction (refer to Note 1)1B).

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

2
4

~~Chemomab Therapeutics Ltd.~~

~~Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)~~

~~In USD thousands (except share amounts)~~

Ordinary
Shares
Additional
paid in
capital
Accumulated
Deficit
Total
Shareholders’
equity
Number
USD
USD
USD
USD
For the nine-month period ended on September 30, 2021

Balance as of January 1, 2021 *
9,274,838
0-
34,497
(23,695
)
10,802

Share-based compensation
-
-
43
-
43
Effect of reverse capitalization transaction
152,299,702
-
2,476
-
2,476
Issuance of shares and warrants, net of issuance costs
52,385,400
-
43,547
-
43,547
Net loss for the period
-
-
-
(1,704
)
(1,704
)
Balance as of March 31, 2021
213,959,940
0-
80,563
(25,399
)
55,164

Issuance of shares and warrants, net of issuance costs
13,996,120
-
15,118
-
15,118
Share-based compensation
-
-
527
-
527
Net loss for the period
-
-
-
(2,770
)
(2,770
)
Balance as of June 30, 2021
227,956,060
0-
96,208
(28,169
)
68,039

Share-based compensation
-
-
441
-
441
Net loss for the period
-
-
-
(2,968
)
(2,968
)
Balance as of September 30, 2021
227,956,060
0-
96,649
(31,137
)
65,512

* Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1).

~~The accompanying notes are an integral part of the condensed consolidated interim financial statements.~~

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)

In USD thousands (except share amounts)

	Ordinary Shares				Additional paid in capital		Accumulated Deficit			Total Shareholders’ equity
	Number		USD		USD		USD			USD
For the three-month period ended on March 31, 2022
Balance as of January 1, 2022 *		228,090,300		0		97,639		(36,173	)		61,466
Share-based compensation		-		0		874		0			874
Net loss for the period		-		0		0		(5,104	)		(5,104	)
Balance as of March 31, 2022		228,090,300		0		98,513		(41,277	)		57,236
For the three-month period ended on March 31, 2021
Balance as of January 1, 2021 ()**		9,274,838		0		34,497		(23,695	)		10,802
Share-based compensation		-		0		43		0			43
Effect of reverse capitalization transaction		152,299,702		-		2,476		-			2,476
Issuance of shares and warrants, net of issuance costs		52,385,400		0		43,547		0			43,547
Net loss for the period		-		0		0		(1,704	)		(1,704	)
Balance as of March 31, 2021		213,959,940		0		80,563		(25,399	)		55,164

~~Chemomab Therapeutics Ltd.~~

~~Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)~~

~~In USD thousands (except share amounts)~~

Ordinary
Shares (**)
Additional
paid in
capital
Accumulated
deficit
Total
Shareholders’
equity
Number
USD
USD
USD
USD
For the nine-month period ended September 30, 2020 (*)

Balance as of January 1, 2020 (**)
9,274,838
0-
30,117
(17,744
)
12,373
Share-based compensation
-
-
46
-
46
Net loss for the period
-
-
-
(1,695
)
(1,695
)
Balance as of March 31, 2020
9,274,383
0-
30,163
(19,439
)
10,724

Share-based compensation
-
-
28
-
28
Exercise of options
-
-
125
-
125
Issuance of shares
-
-
3,000
-
3,000
Net loss for the period
-
-
-
(1,081
)
(1,081
)
Balance as of June 30, 2020
9,274,838
0-
33,316
(20,520
)
12,796

Share-based compensation
-
-
23
-
23
Exercise of options
-
-
562
-
562
Net loss for the period
-
-
-
(1,224
)
(1,224
)
Balance as of September 30, 2020
9,274,838
0-
33,901
(21,744
)
12,157

(*) Number and type of equity instruments reflects the capital of the legal parent (the Company).

(**) Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1B).

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Interim Statements of Cash flows (Unaudited)

In USD thousands

~~Chemomab Therapeutics Ltd.~~	Three months ended March 31, 2022			Three months ended March 31, 2021
~~Condensed Interim Statements of~~ Cash flows ~~(Unaudited)~~from operating activities
~~In USD thousands~~Net loss for the period		(5,104	)		(1,704	)

Adjustments for operating activities:
Depreciation		13			7
Change in other receivables and prepaid expenses		(363	)		57
Change in operating lease liability		12			0
Change in trade payables		151			281
Change in accrued expenses		693			(62	)
Change in employees and related expenses		13			85
Share-based compensation		874			43
		1,393			411
Net cash used in operating activities		(3,711	)		(1,293	)

Cash flows from investing activities
Investment in deposits		2,396			1
Purchase of property and equipment		(14	)		(3	)
Net cash provided by (used in) investing activities		2,382			(2	)

Cash flows from financing activities
Cash acquired in reverse recapitalization		0			2,427
Issuance of shares and warrants, net of issuance costs		0			45,372
Net cash provided by financing activities		0			47,799

Change in cash, cash equivalents and restricted cash		(1,329	)		46,504

Cash, cash equivalents and restricted cash at beginning of period		15,241			11,727

Cash, cash equivalents and restricted cash at end of period		13,912			58,231

Supplemental disclosure of non-cash investing and financing activities:
Liabilities assumed, net of non-cash assets received in reverse merger		0			49
Accrued share issuance expenses		0			1,825

Nine months
ended
September
30, 2021
Nine months
ended
September
30, 2020
Cash flows from operating activities
Net loss for the period
(7,442
)
(4,000
)

Adjustments for operating activities:
Depreciation
23
18
Change in other receivables and prepaid expenses
(2,145
)
(32
)
Change in trade payables
321
2
Change in accrued expenses
(1,261
)
131
Change in employees and related expenses
13
97
Share-based compensation
1,011
97

(2,038
)
313

Net cash used in operating activities
(9,480
)
(3,687
)

Cash flows from investing activities
Investment in bank deposits
(26,500
)
(22
)
Sale of asset held for sale
1,000
0-
Purchase of property and equipment
(105
)
(37
)
Net cash used in investing activities
(25,605
)
(59
)

Cash flows from financing activities
Exercise of options
0-
687
Cash acquired in reverse recapitalization
2,427
0-
Proceeds from receivables on account of shares
0-
500
Issuance of shares net, of issuance costs
15,181
0-
Issuance of shares and warrants, net of issuance costs
43,547
3,000
Net cash provided by financing activities
61,155
4,187

Change in cash, cash equivalents and restricted cash
26,070
441

Cash, cash equivalents and restricted cash at beginning of period
11,727
12,285

Cash, cash equivalents and restricted cash at end of period
37,797
12,726

Supplemental disclosure of non-cash investing and financing activities:
Liabilities assumed, net of non-cash assets received in reverse merger
49
0-
Accrued share issuance expenses
63
0-

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

5
6

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES

(FORMERLY ANCHIANO THERAPEUTICS LTD.)

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1 - General.

	A.	Chemomab Therapeutics Ltd. (hereinafter - "the Company") is an Israeli based company incorporated under the laws of the State of Israel in September 2011. The Company’s registered office is located in Kiryat Atidim, Tel Aviv, Israel. The Company is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high-unmet medical need that involve inflammation and fibrosis.

	B.	On March 16, 2021, the Company, then known as Anchiano Therapeutics Ltd. (“Anchiano”), completed its merger with Chemomab Ltd., a privately-held Israeli limited company (“Chemomab Ltd.”). Pursuant to the Agreement and Plan of merger (the “Merger Agreement”) dated as of December 14, 2020, by and among Anchiano, CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Anchiano (“Merger Sub”), and Chemomab Ltd. Upon completion of the merger transaction, pursuant to which Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. being the surviving entity and a wholly owned subsidiary of Anchiano (the “Merger”), the Company changed its name from “Anchiano Therapeutics Ltd.” to “Chemomab Therapeutics Ltd.” and the business conducted by Chemomab Ltd. became the primarily business conducted by the Company.

		For accounting purposes, Chemomab Ltd. is considered to have acquired Anchiano based upon the terms of the Merger as well as other factors including; (i) Chemomab Ltd.'s former shareholders owned approximately 90% of the combined Company’s outstanding ordinary shares immediately following the closing of the Merger, and (ii) Chemomab Ltd. management holds key management positions of the combined Company. The Merger has been accounted for as an asset acquisition (reverse recapitalization transaction) rather than a business combination, as the assets acquired and the liabilities assumed by Chemomab Ltd. do not meet the definition of a business under U.S. GAAP. The net assets acquired in connection with the Merger were recorded at their estimated acquisition date fair market value as of March 16, 2021, the date of completion of the Merger. A.~~Chemomab Therapeutics Ltd. (hereinafter - "the Company") is an Israeli based company incorporated under the laws~~ of the State of Israel in September 2011. The Company’s registered office is located in Kiryat Atidim, Tel Aviv, Israel. The Company is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high-unmet medical need that involve inflammation and fibrosis. B.~~On March 16, 2021, the Company, then known as Anchiano Therapeutics Ltd. (“Anchiano”), completed its merger~~ with Chemomab Ltd., a privately-held Israeli limited company (“Chemomab Ltd.”). Pursuant to the Agreement and Plan of merger (the “Merger Agreement”) dated as of December 14, 2020, by and among Anchiano, CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Anchiano (“Merger Sub”), and Chemomab Ltd. Upon completion of the merger transaction, pursuant to which Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. being the surviving entity and a wholly owned subsidiary of Anchiano (the “Merger”), the Company changed its name from “Anchiano Therapeutics Ltd.” to “Chemomab Therapeutics Ltd.” and the business conducted by Chemomab Ltd. became primarily the business conducted by the Company. For accounting purposes, Chemomab Ltd. is considered to have acquired Anchiano based upon the terms of the Merger as well as other factors including; (i) Chemomab Ltd.'s former shareholders owned approximately 90% of the combined Company’s outstanding ordinary shares immediately following the closing of the Merger, and (ii) Chemomab Ltd. management holds key management positions of the combined Company. The Merger has been accounted for as an asset acquisition (reverse recapitalization transaction) rather than a business combination, as the assets acquired and the liabilities assumed by Chemomab Ltd. do not meet the definition of a business under U.S. GAAP. The net assets acquired in connection with the Merger were recorded at their estimated acquisition date fair market value as of March 16, 2021, the date of completion of the Merger. Immediately prior to the effective date of the Merger, all preferred shares of Chemomab Ltd. were converted into ordinary shares of Chemomab Ltd. on a one-for-one basis.

In connection with the Merger, and following the effective time of the Merger, the Company effected a reverse share split of ~~the Company’s~~its ordinary shares at a ratio of 4:1 (the “Reverse Split”) and increased the number of ordinary shares underlying each American Depositary Share ("ADS") from 5 to 20. At the effective time of the Merger, each Chemomab Ltd. ordinary share outstanding immediately prior to the effective time of the Merger automatically converted into the right to receive approximately 12.86 ADSs, each representing 20 ~~Anchiano~~ ordinary shares of the Company, plus a warrant to purchase ADSs that may become exercisable only under certain ~~circumstances.~~circumstances (the “exchange ratio”).

The exchange ratio was calculated by a formula that was determined through arms-length negotiations between the Company and Chemomab Ltd. The combined Company assumed all of the outstanding options of Chemomab Ltd., vested and ~~not vested,~~unvested, under the Chemomab Share Incentive Plan (the “2015 Plan”), with such options representing the right to purchase a number of ADSs equal to approximately 12.86 multiplied by the number of Chemomab Ltd. ordinary shares previously represented by such options.

6
7

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES

(FORMERLY ANCHIANO THERAPEUTICS LTD)

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1 - General. (Cont.)

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements give retroactive effect to the exchange ratio and the Reverse Split for all periods presented.

The equity structure reflects the legal acquirer's equity structure. The balance sheet has been adjusted to reflect the par value of the outstanding shares of the legal acquirer, including the number of shares issued in the Merger. Any difference is recognized as an adjustment to the additional paid in capital.

Immediately after completion of the Merger, on March 16, 2021, the Company had 8,078,727 ADS issued and outstanding (9,003,357 on a fully diluted basis). In addition, immediately after the Merger, ~~former~~ Chemomab Ltd. former shareholders owned approximately 90% of the number of issued and outstanding ordinary shares of the Company and the shareholders of the Company immediately prior to the Merger owned approximately 10% of the number of issued and outstanding ordinary shares of the Company (all on a fully diluted basis).

On March 16, 2021, immediately prior to the effectiveness of the Merger, Anchiano had 65,675,904 ordinary shares outstanding (prior to the effect of the Reverse Split) and a market capitalization of $58.7 million. The estimated fair value of the net assets of Anchiano on March 16, 2021, prior to the Merger, was approximately $2.5 million. The fair value of ordinary shares on the Merger closing date, prior to the Merger, was above the fair value of the Company’s net assets. As the Company’s net assets were predominantly composed of cash offset against current liabilities, the fair value of the Company’s net assets as of March 16, 2021, immediately prior to the Merger, iswas considered to be the best indicator of the fair value and, therefore, the estimated preliminary purchase consideration.

The following table summarizes the net assets acquired based on their estimated fair values as of March 16, 2021, immediately prior to completion of the Merger (in thousands):

Cash and cash equivalents	$	2,427
Asset held for sale		1,000
Prepaid and other assets		236
Accrued liabilities		(1,187	)
Net acquired assets	$	2,476

C.~~In connection with the Merger, on March 15, 2021, Anchiano entered into Securities Purchase Agreements with certain~~ purchasers for the issuance and sale by Anchiano in a private placement (“Private Placement”) of approximately $45.5 million of its ADSs and accompanying warrants to purchase ADSs. The warrants have an exercise price of approximately $17.35, expire five years from the date of issuance, and if exercised in full will provide additional proceeds to the Company of $4.5 million. The closing of the Private Placement was completed on March 22, 2021.


	C.	In connection with the Merger, on March 15, 2021, Anchiano entered into Securities Purchase Agreements with certain purchasers for the issuance and sale by Anchiano in a private placement (“Private Placement”) of approximately $45.5 million of its ADSs and accompanying warrants to purchase ADSs. The warrants have an exercise price of approximately $17.35 per ADS, expire five years from the date of issuance, and if exercised in full will provide additional proceeds to the Company of $4.5 million. The closing of the Private Placement was completed on March 22, 2021.

7
8

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES

(FORMERLY ANCHIANO THERAPEUTICS LTD)

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1 - General. (Cont.)

D.~~Pursuant to an Asset Purchase and Assignment Agreement dated as of March 16, 2021, as amended on March 31,~~ 2021, between the Company’s wholly owned subsidiary, Anchiano Therapeutics, Inc., a Delaware corporation (“Anchiano Delaware”) and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”), Anchiano Delaware agreed to sell to Kestrel all of the rights and obligations in its business to the extent related to the research, development and commercialization of the Compounds and Products (as such terms are defined in the Collaboration and License Agreement entered into as of September 13, 2019, by and between ADT Pharmaceuticals, LLC and the Anchiano Delaware), also known as the pan-RAS and PDE10/β-catenin programs. In consideration of the sale and transfer of the Compounds and Products Kestrel paid the Company a total of USD 1 million.

E.~~On April 19, 2021, the Board of directors of the Company approved the grant of~~ 122,404 options to purchase 122,404 ADSs to one employee, one Officer (a consultant), and six Board members, under the 2015 Plan. The options were granted at an exercise price of $27.26 per ADS with vesting periods ranging from ~~three~~ ~~to four years. Share-based compensation expense related to the above grant recorded for the nine-month period ended September 30, 2021 was $901 thousand.~~

~~The fair value of the option granted in the nine months ended September 30, 2021 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:~~

~~Value of ADS~~D.		~~27.26~~	Pursuant to an Asset Purchase and Assignment Agreement dated as of March 16, 2021, as amended on March 31, 2021, between the Company’s wholly owned subsidiary, Anchiano Therapeutics, Inc., a Delaware corporation (“Anchiano Delaware”) and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”), Anchiano Delaware agreed to sell to Kestrel all of the its rights and obligations in its business to the extent related to the research, development and commercialization of the Compounds and Products (as such terms are defined in the Collaboration and License Agreement entered into as of September 13, 2019, by and between ADT Pharmaceuticals, LLC and the Anchiano Delaware), also known as the pan-RAS and PDE10/β-catenin programs. In consideration of the sale and transfer of the Compounds and Products Kestrel paid the Company a total of $1.0 million.

~~Dividend yield~~E.		0	%On April 30, 2021, the Company entered into an At the Market Offering Agreement (the "ATM agreement") with Cantor Fitzgerald & Co., ("Cantor"). Pursuant to the ATM agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $75 million through Cantor or the ATM agreement. From April 30, 2021 through March 31, 2022, the Company issued 699,806 ADSs at an average price of $22.75 per ADS through the ATM Prospectus Supplement, resulting in gross proceeds of $15.9 million. The offer and sale of ADSs under the ATM agreement has been registered under the Company’s effective registration statement on Form S-3 (File No. 333-255658), together with a prospectus forming a part thereof, filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Sales, if any, of ADS pursuant to the ATM agreement may be made in any transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act. The Company is not obligated to sell any ADSs under the ATM agreement.

~~Expected volatility~~		~~70.88~~	%On April 25, 2022, the Company filed a prospectus supplement with the SEC for the issuance and sale of up to $18,125,000 of the Company's ADSs (instead of the amount of $75 million above) in connection with the reactivation of the ATM Facility.

~~Risk-free interest rate~~F.		~~1.36%-1.61~~	%Since January 2020, the COVID-19 outbreak has dramatically expanded into a worldwide pandemic creating macro-economic uncertainty and disruption in the business and financial markets. Many countries around the world, including Israel, have been taking measures designated to limit the continued spread of the Coronavirus, including the closure of workplaces, restricting travel, prohibiting assembling, closing international borders and quarantining populated areas. The Company's clinical trial sites have been affected by the COVID-19 pandemic, and as a result, commencement of the enrollment of Company’s clinical trials of CM-101 in PSC was delayed and the enrollment rate has been affected as well. As a result, the Company extended patient recruiting to additional territories with significant recruitment potential. In addition, after enrollment in these trials, patients may drop out of the Company's trials because of the COVID-19 possible implications.

~~Expected term (years)~~	Based on management’s assessment, the extent to which the coronavirus will further impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. The Company is carefully monitoring the restrictions due to the COVID-19 outbreak and will adjust activities accordingly.	~~5.7-6.1~~

On July 19, 2021, the shareholders of the Company approved an amendment to the 2015 Plan under which the aggregate number of ADSs authorized for issuance under the 2015 Plan was increased by 540,000 ADSs or 10,800,000 ordinary shares.

F.~~On April 30, 2021, the Company entered into an At the Market Offering Agreement (the "ATM agreement") with~~ Cantor Fitzgerald & Co., ("Cantor"). According to the agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $75 million through Cantor or the ATM agreement. From April 30, 2021 until September 30, 2021, the Company issued 699,806 ADSs at an average price of $22.75 per ADS through the ATM Prospectus Supplement, resulting in gross proceeds of $ $15,917 thousand. The offer and sale of ADSs under the ATM agreement has been registered under the Company’s effective registration statement on Form S-3 (File No. 333-255658), together with a prospectus forming a part thereof, filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Sales, if any, of ADS pursuant to the ATM agreement may be made in any transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act. The Company is not obligated to sell any ADSs under the ATM agreement.

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES

(FORMERLY ANCHIANO THERAPEUTICS LTD)

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

~~Note 1 - General. (Cont.)~~

G.~~Since January 2020, the COVID-19 outbreak has dramatically expanded into a worldwide pandemic creating~~ macro-economic uncertainty and disruption in the business and financial markets. Many countries around the world, including Israel, have been taking measures designated to limit the continued spread of the Coronavirus, including the closure of workplaces, restricting travel, prohibiting assembling, closing international borders and quarantining populated areas. The Company's clinical trial sites have been affected by the COVID-19 pandemic, and as a result, commencement of the enrollment of Company’s clinical trials of CM-101 in PSC was delayed and the enrollment rate has been affected as well. As a result, the Company extended patients recruiting to additional territories with significant recruitment potential. In addition, after enrollment in these trials, patients may drop out of the Company's trials because of the COVID-19 possible implications.

Based on management’s assessment, the extent to which the coronavirus will further impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. The Company is carefully monitoring the restrictions due to the COVID-19 outbreak and will adjust activities accordingly.

Note 2 - Basis of Presentation and Significant Accounting Policies

A.Basis of Preparation

The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of ~~September 30, 2021,~~March 31, 2022, and its results of operations for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021, ~~and 2020,~~ changes in shareholders’ equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and cash flows for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. The results of operations for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any other future annual or interim period. ~~The December 31, 2020 balance sheet was derived from the Chemomab Ltd. audited financial statements but does not include all disclosures required by U.S. GAAP.~~ These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form ~~8-K~~10-K for the year ended December 31, ~~2020~~2021 as filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, ~~2020~~2021 included in the Company’s Form ~~8-K.~~10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

B.Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

~~CHEMOMAB THERAPEUTICS LTD~~

~~(FORMERLY ANCHIANO THERAPEUTICS LTD)~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 3 - Subsequent Events~~

~~On October 25, 2021 Dr. Dale Pfost was appointed as Chief Executive Officer and Board member of the Company, following the approval of his compensation terms by the shareholders of the Company.~~

Dr. Pfost replaced Dr. Adi Mor, who stepped down from her role as Chief Executive Officer. Dr. Mor continues to be employed by the Company as Chief Scientific Officer and to serve as a Board member of the Company.

~~Dr. Frost is entitled to receive option to purchase up to 459,353 ADS.~~

On November 8, 2021, Mr. Donald Marvin was appointed as Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company. Mr. Marvin replaced Ms. Sigal Fattal, who stepped down from her role as Interim Chief Financial Officer. Ms. Fattal will continue to serve the Company as senior consultant to Mr. Marvin.

~~Mr. Marvin is entitled to receive option to purchase up to 262,487 ADSs.~~

Item 2. MA~~MANAGEMENT’S~~NAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as ~~Chemomab Ltd.’s~~our audited consolidated financial statements and related notes for the year ended December 31, ~~2020,~~2021, as filed ~~with~~in our ~~Current~~Annual Report on Form ~~8-K/A, as filed with~~10-K for the ~~SEC on March 19, 2021.~~year ended December 31, 2021 (the “2021 Annual Report”). Some of the information contained in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read “Risk Factors” in Item 1A of our 2021 Annual Report ~~on Form 10-K for the year ended December 31, 2020, as well as our Current Report on Form 8-K/A, as filed with the SEC on April 14, 2021,~~ for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

~~Chemomab~~

The Company is a clinical-stage ~~biotech~~biotechnology company ~~discovering~~focused on the discovery and ~~developing~~development of innovative therapeutics for ~~conditions~~fibrotic and inflammatory diseases with high unmet ~~medical need that involve~~need. Based on the unique and pivotal role of the soluble protein CCL24 in promoting fibrosis and inflammation, the Company developed CM-101, a monoclonal antibody designed to bind and ~~fibrosis.~~

~~Chemomab~~block CCL24 activity. CM-101 has demonstrated the potential to treat multiple severe and life-threatening fibrotic and inflammatory diseases.

The Company has pioneered the therapeutic targeting of CCL24, a chemokine that promotes various types of cellular processes that regulate inflammatory and fibrotic activities through the CCR3 receptor. The chemokine 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 interplays of both of these inflammatory and fibrotic mechanisms that drive abnormal states of fibrosis and clinical fibrotic diseases. This innovative approach is being developed for difficult to treat rare diseases, also known as orphan indications or diseases, such as primary sclerosing cholangitis, or PSC, and systemic sclerosis, or SSc, for which patients have no established disease modifying standard of care treatment options.

CM-101, the Company’s lead clinical product candidate, is a first-in-class humanized monoclonal antibody that hinders the basic function of the soluble chemokine CCL24, also known as eotaxin-2, 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. Based on these findings, ~~Chemomab~~the Company is actively ~~advancing~~developing CM-101 ~~into~~in Phase 2 clinical studies directed toward ~~three~~two distinct clinical indications including patients with liver, skin, and/or lung fibrosis. We have completed two Phase 1a clinical studies at varying doses using different administration methods, as well as a Phase 1b safety, tolerability and proof-of-mechanism clinical study of CM-101 in non-alcoholic fatty liver disease, or NAFLD, patients. We are currently conducting a Phase 2a2 clinical study in PSC, a rare obstructive and cholestatic liver ~~disease, The study is actively recruiting patients in the United Kingdom and Israel and is being expanded to additional territories with significant recruitment potential.~~disease. In addition, we are planning a ~~Phase 2~~biological and clinical proof of concept study in SSc ~~expected to initiate early next year, which is a rare autoimmune rheumatic disease characterized by accumulation~~focused on establishing biological and clinical proof of ~~collagen, resulting~~concept in ~~fibrosis in multiple tissues.~~this patient population. Although our primary focus relates to these two rare indications, an additional Phase 2a2 clinical study is currently ~~enrolling patients and is focused on expanding the understanding of CM-101~~ongoing in non-alcoholic steatohepatitis, or NASH. This trial will provide important safety and PK data ~~designed~~ to support the development of CM-101 subcutaneous formulation.

Fibrosis is the abnormal and excessive accumulation of collagen and extracellular matrix, the non-cellular component in all tissues and organs, that ~~provide~~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 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,~~repair; after injury, an excessive, uncontrolled inflammatory response can lead to tissue fibrosis.

Recent Developments

~~Appointment of~~ New Executive ~~Officers~~Appointments

On ~~October 25, 2021, the~~February 10, 2022, our shareholders of the Company approved Dr. Dale Pfost’s appointment as Chief Executive Officer of the Company. Simultaneous with the approval of Dr. Pfost’s service as the Company’s Chief Executive Officer, he commenced his term as a Class III Director. Dr. Pfost will not be compensated for his service as a Class III director of the Company. Following the commencement of Dr. Pfost’s service as Chief Executive Officer, Dr. Adi Mor ceased her service as the Company’s Chief Executive Officer but continues to serve in her role as Chief Scientific Officer of the Company and a member of the board of directors.

~~Additionally, on November 4, 2021, the Company’s board of directors~~ approved the appointment of ~~Mr. Donald Marvin~~Dr. Dale Pfost, our Chief Executive Officer, to the additional role of Chairman of our Board of Directors. This appointment followed the resignation of our previous Chairman of the Board, Dr. Stephen Squinto, who concurrent with his resignation effective December 19, 2021, became an ad-hoc strategic advisor and consultant to us in connection with our corporate and business strategy and corporate development.

On January 4, 2022, we announced the addition of Jack Lawler, who brings extensive experience managing global clinical trials, as ~~the Company’s Chief Financial Officer, Executive~~ Vice President of Global Clinical Development Operations.

Revisions to Chemomab’s Clinical Programs

On March 9, 2022, we announced that, following a comprehensive strategic review, we are making revisions to our current clinical programs. The changes are designed to optimize the clinical development of lead product candidate CM-101 by maximizing the clinical information obtained, generating additional important data to support future advancement to registration trials, and ~~Chief Operating Officer. Following~~decreasing the ~~commencement~~overall risk in the CM-101 clinical development program in the lead indications of ~~Mr. Marvin’s service~~PSC and SSc, as ~~Chief Financial Officer, Ms. Sigal Fattal ceased her service~~well as potentially in additional indications where the ~~Company’s Chief Financial Officer but continues~~scientific rationale is strong. The key top-line changes to ~~serve~~ the ~~Company~~clinical development programs include the following:

Expanding our commitment to primary sclerosing cholangitis with an enlarged clinical trial that adds an important dose finding component. We plan to significantly expand the Phase 2 clinical trial in ~~her capacity~~PSC by implementing a dose finding component to the CM-101 development program. We will be increasing the size of the study by adding additional dose cohorts, including plans to evaluate both a lower and a higher dose level of CM-101 to support future potential registrational trials. In addition, we plan to add an open-label extension to the trial to evaluate the safety, tolerability and durability of effect over longer treatment durations.

Focusing our clinical efforts in systemic sclerosis on establishing earlier biological and clinical proof of concept. We plan to focus our SSc trial towards establishing biological and clinical proof of concept in this patient population. We are revising the design of our planned SSc trial in a way that we believe should enable an expedited path to proof of concept data, as well as further elucidation of the different mechanisms of action of CM-101 in treating the skin, lung and vascular damage seen in SSc patients.

Early completion of enrollment in our safety, pharmacokinetic and biomarker liver fibrosis study, yielding a ~~senior consultant~~data readout targeted near the end of 2022. We will be completing enrollment in our ongoing safety, tolerability and biomarker trial that is evaluating the subcutaneous formulation of CM-101 in liver fibrosis patients. We believe the early completion of this study should be sufficient to ~~Donald Marvin.~~

achieve our key objectives—exploring safety and providing the pharmacokinetic data needed to assess next steps in the development of the subcutaneous formulation—while allowing us to focus our resources on our lead indications of PSC and SSc.

We expect that the proposed changes to the CM-101 development program will provide important data on the clinical dose response relationship to inform the broader development program and to identify the optimal dose to advance in later PSC trials. The modifications are also expected to generate proof of concept data on clinically relevant aspects of SSc, a complex rheumatological disorder, to best inform the development path for a novel, first-in-class therapeutic like CM-101, along with relevant safety and tolerability data to support the evaluation of higher doses and inform decisions on next steps in the development of the subcutaneous formulation.

Shelf Registration Statement and ATM Offering

On April 30, 2021, we filed a shelf registration statement on Form S-3 with the SEC (File No. 333-255658) for the issuance and sale by us of up to $200,000,000 of our ordinary shares, ADSs, debt securities, warrants and units comprising any combination of the foregoing securities (the “Shelf Registration Statement”). On the same date, we entered into athe sales agreement (the “Sales Agreement”) with Cantor Fitzgerald, ~~& Co. (“Sales Agreement” and “Cantor”, respectively),~~ pursuant to which we may offer and sell, from time to time, at our option, through or to Cantor Fitzgerald, up to an aggregate of $75,000,000 of our ~~ADSs.~~ADSs (the “ATM Facility”). During the period from April 30, 2021 through the date of this quarterly report on Form 10-Q, we had sold an aggregate of 699,806 ADSs pursuant to the Sales Agreement for a total gross consideration of approximately $15.9 million.

On April 25, 2022, we filed a prospectus supplement with the SEC for the issuance and sale of up to $18,125,000 of our ADSs in connection with the reactivation of the ATM Facility and pursuant to General Instruction I.B.6 of Form S-3, which, subject to certain exceptions, limits the amount of securities we are able to offer and sell under such registration statement to one-third of our unaffiliated public float. Any ADSs offered, or to be offered, and sold under the Sales Agreement were issued and sold, or will be issued and sold, pursuant to the Shelf Registration Statement and the applicable prospectus or prospectus supplement by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, ~~of 1933, as amended,~~ or if specified by us, by any other method permitted by law. ~~During the period April 30, 2021 and September 30, 2021 we sold an aggregate of 699,806 ADSs pursuant to the Sales Agreement for total gross consideration of $15.9 million.~~

~~Merger Transaction with Chemomab Ltd.~~

On March 16, 2021, we consummated a merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated December 14, 2020, by and among us (formerly known as Anchiano Therapeutics Ltd.), CMB Acquisition Ltd., an Israeli limited company and our wholly owned subsidiary (the “Merger Sub”), and Chemomab Ltd., an Israeli limited company. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. surviving the Merger as our wholly owned subsidiary. In connection with the Merger, on March 16, 2021, we changed our name from Anchiano Therapeutics Ltd. to Chemomab Therapeutics Ltd.

In connection with the Merger, on March 15, 2021, we entered into Securities Purchase Agreements with certain purchasers, pursuant to which we agreed to sell approximately $45.5 million of our ADSs in a private placement transaction, or the Private Placement. The Private Placement closed on March 22, 2021, at which time we sold to the purchasers 2,619,270 ADSs together with warrants to purchase up to 261,929 ADSs at an exercise price of $17.35 per ADS. The warrants will expire five years from the date of issuance, and if exercised in full, will provide proceeds of approximately $4.5 million.

Impact of COVID-19

Since ~~January~~March 2020, the COVID-19 ~~outbreak~~pandemic has dramatically expanded into a worldwide pandemic, creating macro-economic uncertainty and disruption in the business and financial markets. ~~Many countries around the world, including Israel, have been taking measures designated to limit the continued spread~~The continuing implications of the ~~coronavirus,~~COVID-19 pandemic on us remain uncertain and will depend on future developments, including any adverse impact due to additional variants of the ~~closure~~virus; its impact on our employees; the range of ~~workplaces, restricting travel, prohibiting assembling, closing international borders~~government mandated restrictions and ~~quarantining populated areas. Our~~other measures; and the success of the COVID-19 vaccines and their effectiveness against the virus and related variants. Furthermore, our clinical trial sites have been affected by the COVID-19 pandemic, and as a result, commencement of the enrollment in our clinical trials of CM-101 in PSC was delayed, and the enrollment rate has been affected as well. As a result, we expanded our patient recruiting efforts to additional territories. In addition, after enrollment in these trials, patients might still ~~drop out~~discontinue participation in these trials because of possible COVID-19 implications.

Based on management’s assessment, the extent to which the ~~coronavirus~~COVID-19 pandemic will further impact our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the ~~coronavirus~~COVID-19 or treat its impact. We are carefully monitoring the restrictions due to the COVID-19 pandemic and will adjust activities accordingly.

Corporate Information

We were incorporated on September 22, 2011 under the laws of the State of Israel. In March 2021, in connection with the Merger, 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, or that can be accessed through, our website is not incorporated by reference into this ~~prospectus.~~prospectus supplement. We have included our website address as an inactive textual reference only.

Components of Operating Results

~~Preliminary Note:~~ References to “we,” “us,” “our” and “Chemomab” in this “Components of Operating Results” and in the “Results of Operations” below refer to the Company after the Merger, and, with respect to historical periods preceding the Merger, refer to Chemomab Ltd., whose business became the business of the Company upon consummation of the Merger.

Revenues

To date, we have not generated any revenue. We do not expect to ~~receive any~~generate revenue unless and until we obtain regulatory approval and commercialize a product candidate, or until we receive revenue from a collaboration such as a co-development or out-licensing agreement. There can be no assurance that we will receive such regulatory approvals, and if any product candidate is approved, that we will be successful in commercializing it.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred in connection with the development of our product candidates. These expenses include:

•

expenses incurred under agreements with contract research organizations or contract manufacturing organizations, as well as investigative sites and consultants that conduct our clinical trials, preclinical studies and other scientific development services;

•

~~manufacturing scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials;~~

•

employee-related expenses, including salaries, related benefits, travel and share-based compensation expenses for employees engaged in research and development functions, as well as external costs, such as fees paid to outside consultants engaged in such activities;

•

~~license maintenance fees and milestone fees incurred in connection with various license agreements;~~

•

~~costs related to compliance with regulatory requirements; and~~

•

~~depreciation and other expenses.~~

•

manufacturing scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials;

•

license maintenance fees and milestone fees incurred in connection with various license agreements;

•

costs related to compliance with regulatory requirements; and

•

depreciation and other expenses.

We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers.

We do not allocate employee costs or facility expenses, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified. We use our internal resources primarily to oversee research, as well as for managing our preclinical development, process development, manufacturing and clinical development activities. Our employees work across multiple programs and, therefore, ~~it does~~we do not track ~~their~~ costs by program.

Research and development activities are fundamental to our business. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially over the next several quarters and years as we continue to advance the development of our product candidates. We also expect to incur additional expenses related to milestone and royalty payments payable to third parties with whom we have entered into license agreements to acquire the rights to its product candidates.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, related benefits and share-based compensation expenses for personnel in executive and administrative functions. General and administrative expenses also include professional fees for legal, consulting, accounting and audit services.

We anticipate that our general and administrative expenses will increase in the future as we increase headcount and general activities to support our continued research activities and development of our product candidates as well as expanding our presence in the ~~US.~~United States. We also anticipate that we will incur increased headcount, accounting, audit, legal, regulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses associated with being a public company. We expect that the additional costs for these services will substantially increase our general and administrative expenses. Additionally, if and when we believe that regulatory approval of a product candidate appears likely, we expect to incur an increase in payroll and related expenses as a result of our preparation for commercial operations, especially as it relates to the sales and marketing of any product candidate.

Results of Operations

Three ~~and Nine~~ Months Ended ~~September 30, 2021~~March 31, 2022 Compared to the Three ~~and Nine~~ Months Ended ~~September 30, 2020~~March 31, 2021

Below is a summary of our results of operations for the periods indicated:

Nine months ended
September 30,
Increase/(decrease)
2021
2020
$
%
(in thousands)
Operating expenses:
Research and development
$
3,951
$
3,430
$
521
15
%
General and administrative
3,392
600
2,792
465
%
Operating loss
(7,343
)
(4,030
)
(3,313
)
82
%
Financing expense (income) , net
99
(30
)
129
430
%
Net loss
$
(7,442
)
$
(4,000
)
$
(3,442
)
86
%

	Three months ended
	March 31,					Increase/(decrease)
	2022			2021		$			%
	(in thousands)
Operating expenses:
Research and development		2,745			1,157		1,588		137	%
General and administrative		2,575			542		2,033		375	%
Operating loss		5,320			1,699		3,621		213	%
Financing expense (income) , net		(216	)		5		(221	)	(4,420	)%
Net loss	$	5,104		$	1,704	$	3,400		200	%

Three months ended
September 30,
Increase/(decrease)
2021
2020
$
%
(in thousands)
Operating expenses:
Research and development
$
1,487
$
1,031
$
456
44
%
General and administrative
1,404
194
1,210
623
%
Operating loss
(2,891
)
(1,225
)
1,666
136
%
Financing expense (income) , net
77
(1
)
78
7800
%
Net loss
$
(2,968
)
$
(1,224
)
$
1,744
142
%

Our results of operations have varied in the past and can be expected to vary in the future due to numerous factors. We believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications of future performance.

Research and development expenses

Research and development expenses increased by approximately ~~$0.5~~$1.6 million, or ~~44%~~137%, for the three months ended ~~September 30, 2021,~~March 31, 2022, as compared to the same period of ~~2020.~~2021. The increase was primarily due to increased clinical and pre-clinical activities.

Research and development expenses increased by approximately $0.5 million, or 15%, for the nine months ended September 30, 2021, as compared to the same period 2020. The increase was primarily due to increased clinical and pre-clinical activities.

General and administrative expenses

General and administrative expenses increased by approximately ~~$1.2~~$2.0 million, or ~~623%~~375%, for the three months ended ~~September 30, 2021,~~March 31, 2022, as compared to the ~~third quarter~~same period of ~~2020.~~2021. The increase was primarily due to increase in non-cash share-based expenses ~~related to completion of the Merger, recruiting and additional~~as well as expenses incurred as a result of becoming a public company.

General and administrative expenses increased by approximately $2.8 million, or 465%, for the nine months ended September 30, 2021, as compared to the nine months ended September 30, 2020. The increase was primarily due to expenses related to completion of the Merger, recruiting, share based expenses and additional expenses incurred as a result of becoming a public company.

Financing expenses (income), net

Financing ~~expenses (income),~~income, net ~~increased by approximately $78 thousand~~ for the three months ended ~~September 30, 2021 from the comparable period of 2020.~~

~~Financing expenses (income), net increased by approximately $129 thousand for the nine months ended September 30, 2021 from the comparable period of 2020.~~

March 31, 2022 was $216 thousand. Financing expense, net for the three months ended ~~September 30,~~March 31, 2021 was $5 thousand. This reflects an increase in fiance income of $221 thousand, or 4420%, for the three months ended March 31, 2022 from the comparable period of 2021. The increase was primarily related to interest earned on bank deposits and ~~2020~~to foreign currency exchange rate gain.

Financing income, net for the three months ended March 31, 2022 was primarily related to interest earned on bank deposits and to foreign currency exchange rate gain.

Financing expense, net for the three months ended March 31, 2021 was primarily related to foreign currency exchange rate ~~loss/gain.~~

~~Financing expense, net for the nine months ended September 30, 2021 and 2020 was primarily related to foreign currency exchange rate loss/gain.~~

loss.

Liquidity and Capital Resources

Since inception, we have not generated any revenue and have incurred significant operating losses and negative cash flows from our operations, resulting in an accumulated deficit at ~~September 30, 2021~~March 31, 2022 of ~~$31.1~~$41.3 million. We have funded our operations to date primarily with proceeds from the sale of our ADSs, and, prior to the Merger, other equity securities. Cash in excess of immediate requirements is invested primarily in bank deposits with a view to liquidity and capital preservation.

During the period from April 30, 2021 ~~and September 30, 2021~~through March 31, 2022, we sold an aggregate of 699,806 ADSs pursuant to the Sales Agreement for total gross consideration of approximately $15.9 million. As of ~~September 30, 2021,~~March 31, 2022, we had an aggregate of approximately ~~$64.3~~$57.5 million of cash, cash equivalents and short-term deposits.

Developing product candidates, conducting clinical trials and commercializing products are expensive, and we will need to raise substantial additional funds to achieve our strategic objectives. We believe that our existing cash resources, including from the ADSs sold pursuant to the Sales Agreement, will be sufficient to fund our projected cash requirements ~~approximately~~ through ~~mid~~the end of 2023. Nevertheless, we will require significant additional financing in the future to fund our operations, including if and when we progress into additional clinical trials, obtain regulatory approval for any of our product candidates and commercialize the same. We believe that we will need to raise significant additional funds before we have any cash flow from operations, if at all. Our future capital requirements will depend on many factors, including:

•

the progress and costs of our preclinical studies, clinical trials and other research and development activities;

•

the scope, prioritization and number of our clinical trials and other research and development programs;

•

the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to our product candidates;

•

the costs of the development and expansion of our operational infrastructure;

•

the costs and timing of obtaining regulatory approval for our product candidates;

•

the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

•

the costs and timing of securing manufacturing arrangements for clinical or commercial production;

•

the costs of contracting with third parties to provide sales and marketing capabilities for us;

•

the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms;

•

the magnitude of our general and administrative expenses; and

•

any cost that we may incur under future in- and out-licensing arrangements relating to our product candidates.

We currently do not have any commitments for future external funding. In the future, we will need to raise additional funds, and we may decide to raise additional funds even before we need such funds if the conditions for raising capital are favorable. Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financings, credit facilities or by out-licensing applications of our product candidates. The sale of equity or convertible debt securities may result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also subject us to covenants that restrict our operations. We cannot be certain that additional funding, whether through grants from the Israel Innovation Authority, financings, credit facilities or out-licensing arrangements, will be available to us on acceptable terms, if at all. If sufficient funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to, one or more applications of our product candidates, or obtain funds through arrangements with collaborators or others that may require us to relinquish rights to certain potential products that we might otherwise seek to develop or commercialize independently.

Cash Flows

The table below shows a summary of our cash flow activities for the periods indicated:

	Nine months ended												Three months ended
	September 30,						Increase/(decrease)						March 31,						Change
	2021			2020			$			%			2022			2021			$			%
		(in thousands)											(in thousands)
Net cash used in operating activities	$	(9,480	)	$	(3,687	)		(5,793	)		157	%	$	(3,711	)	$	(1,293	)	$	(2,418	)	187	%
%Net cash used in investing activities		(25,605	)		(59	)		(25,546	)		43,298	%
Net cash provided by financing activities		61,155			4,187			56,968			1,360	%
Net cash provided by (used in) investing activities													$	2,382		$	(2	)	$	2,384		(119,200	)%
Net cash used in financing activities														-		$	47,799		$	(47,799	)	(100	)%
Net increase (decrease) in cash, cash equivalents and restricted cash	$	26,070		$	441		$	25,629			5,811	%	$	(1,329	)	$	46,504		$	(47,833	)	(103	)%

Operating activities

Net cash used in operating activities increased by ~~$5.8~~$2.4 million, or ~~157%~~187%, for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022, compared to the same period of ~~2020,~~2021. The increase is primarily ~~as a result of an increased~~related to the increase in net loss of $3.4 million, as well as an increase in non-cash activities adjustment to net loss of ~~$2.4~~$0.9 million, offset by an increase of accrued expenses of $0.7 million.

Investing activities

Net cash ~~used~~provided in investing activities for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 increased by approximately ~~$25.6~~$2.4 million, as compared to the ~~nine months ended September 30, 2020,~~same period of 2021. The increase is primarily related to ~~the deposit~~withdrawal of ~~proceeds from the Private Placement.~~

~~Investing activities for the nine months ended September 30, 2020 were primarily related to purchase of fixed assets.~~

bank deposits.

Financing activities

Net cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2021 increased~~March 31, 2022 decreased by approximately ~~$57~~$48 million, as compared to the ~~nine months ended September 30, 2020. Net cash provided by financing activities for the nine months ended September 30, 2021 derived from net proceeds from the issuance~~same period of ADSs of approximately $58.7 million and cash acquired in the Merger of approximately $2.4 million. Net cash provided by financing activities for the nine months ended September 30, 2020 derived from proceeds received on account of the sale of Chemomab Ltd. shares and exercise of Chemomab Ltd. warrants into shares.

2021.

Contractual Commitments

The Company’s contractual commitments are as follows at ~~September 30, 2021~~March 31, 2022 (in thousands):

Remainder of 2021
$
276
2022
3,451
2023
2,533
2024-2026
214
Total
$
6,474

Remainder of 2022
$
5,918

2023

5,928

2024

140

2025-2027

Total
$
11,986

Critical Accounting ~~Policies~~Estimates

~~Chemomab’s~~

The Company’s financial statements are prepared in accordance with ~~GAAP~~generally accepted accounting principles in the United ~~States.~~States (“GAAP”). The preparation of ~~Chemomab’s~~the Company’s financial statements and related disclosures in accordance with GAAP requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in ~~Chemomab’s~~the Company’s financial statements. ~~Chemomab~~The Company bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. ~~Chemomab~~The Company evaluates its estimates and assumptions on an ongoing basis. ~~Chemomab’s~~The Company’s actual results may differ from these estimates under different assumptions or conditions.

While ~~Chemomab’s~~the Company’s significant accounting policies are described in more detail in Note 2 to ~~Chemomab’s~~the Company’s consolidated financial statements ~~Chemomab~~included elsewhere in this Annual Report on Form 10-K, the Company believes that the following accounting ~~policies~~estimates are those ~~most~~that include a higher degree of judgment or complexity and are reasonably likely to have a material impact on our financial condition or results of operations and are therefore considered critical ~~to the judgments and estimates used in the preparation of its financial statements.~~

accounting estimates.

Share-Based Compensation

We apply Accounting Standard Codification (ASC) 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors, including employee options under ~~Chemomab’s~~the Company’s option plans based on estimated fair values.

ASC 718-10 requires that we estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense over the requisite service periods in ~~Chemomab’s~~the Company’s statements of comprehensive loss. ~~Chemomab~~The Company recognizes share-based award forfeitures as they occur, rather than estimate by applying a forfeiture rate.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for nonemployee share-based payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for share-based payment awards to employees. The amendments expand the scope of the accounting standard for share-based payment awards to include share-based payment awards granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance related to equity-based payments to non-employees. We adopted these amendments on January 1, 2019.

We recognize compensation expenses for the fair value of non-employee awards over the requisite service period of each award.

We estimate the fair value of options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). ~~Chemomab~~The Company determines the fair value per share of the underlying stock by taking into consideration its most recent sales of stock, as well as additional factors that ~~Chemomab~~the Company deems relevant. ~~Chemomab’s~~The Company’s board determined the fair value of ordinary shares based on valuations performed using the Option Pricing Method subject to relevant facts and circumstances. ~~Chemomab~~The Company has historically been a private company and lacks company-specific historical and implied volatility information of its stock. Expected volatility is estimated based on volatility of similar companies in the biotechnology sector. ~~Chemomab~~The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of ~~Chemomab.~~

the Company.

Recently-Issued Accounting Pronouncements

Certain recently-issued accounting pronouncements are discussed in Note 2, Summary of Significant Accounting Policies, to the ~~unaudited condensed~~audited consolidated financial statements ~~included~~ in ~~“Item 1. Financial Statements Unaudited”.~~

our 2021 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange ~~Act.~~Act, as of March 31, 2022. Based on ~~this~~such evaluation, our principal executive officer and principal financial officer have concluded that that our disclosure controls and procedures were effective as of ~~September 30, 2021.~~

March 31, 2022.

Changes in Internal Control over Financial Reporting

We consummated the Merger on March 16, 2021, which has been accounted for as a reverse capitalization for accounting purposes, and, upon consummation of the Merger, we reconstituted our Board of Directors and our senior management team. ~~The~~Following consummation of the Merger the Company’s management ~~has been~~was in the process of strengthening the Company’s internal control over financial reporting during the ~~quarter~~fiscal year ended ~~September 30,~~December 31, 2021, including adopting new policies and procedures appropriate to the Company’s current business and management ~~team. Management intends~~team and onboarding new members to ~~complete its assessment for inclusion in~~ our ~~2021 Annual Report.~~finance team – including a new Chief Financial Officer, VP Finance and director of finance. The foregoing actions ~~are being~~were taken solely in connection with the changes effected in connection with the Merger and not as the result of any material weakness or deficiency in the Company’s internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. – OTHER INFORMATION

Item 1.Legal Proceedings

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

Item 1A.Risk Factors

There have been no material changes from the information set forth in ~~“Risk~~“Item 1A. Risk Factors” in our ~~Current Report on Form 8-K/A filed with the SEC on April 14, 2021.~~

2021 Annual Report.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.Defaults Upon Senior Securities.

Not applicable.

Item 4.Mine Safety Disclosures.

Not applicable.

Item 5.Other Information.

None.

Item 6.Exhibits.

(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101. INS		Inline XBRL Instance Document

101. SCH		Inline XBRL Taxonomy Extension Schema Document

101. CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101. DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101. LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101. PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
~~104~~		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*		Filed herewith.
* *		~~Filed herewith.~~

**		Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHEMOMAB THERAPEUTICS LTD.
Date: May 12, 2022	By:
~~Date: November 12, 2021~~	~~By:~~	/s/ Dale Pfost
	Name:	Dale Pfost
	Title:	Chief Executive Officer

Date: ~~November~~May 12, ~~2021~~ 2022	By:	/s/ Donald Marvin
	Name:	Donald Marvin
	Title:	Chief Financial Officer

		September 30, 2021			December 31, 2020
	Note		Unaudited			Audited
Assets

Current assets
Cash and cash equivalents			37,744			11,674
Short term bank deposits			26,524			24
Other receivables and prepaid expenses			1,574			141

Total current assets			65,842			11,839

Non-current assets
Long term deposit			0-			4
Long term prepaid expenses			952			0-
Property and equipment, net			234			152
Restricted cash			53			53
Operating lease right-of-use assets			359			428

Total non-current assets			1,598			637

Total assets			67,440			12,476

Current liabilities
Trade payables			481			93
Accrued expenses			637			715
Employee and related expenses			451			438
Operating lease liabilities			61			70

Total current liabilities			1,630			1,316

Non-current liabilities
Operating lease liabilities - long term			298			358

Total non-current liabilities			298			358

Commitments and contingent liabilities

Total liabilities			1,928			1,674

Shareholders’ equity	1

Ordinary shares 0 par value - Authorized: 650,000,000 shares as of September 30, 2021 and 500,000,000 shares as of December 31, 2020;			0-			0-
Issued and outstanding: 227,956,060 ordinary shares at September 30, 2021 and 9,274,838 ordinary shares at December 31, 2020			-			-

Additional paid in capital			96,649			34,497
Accumulated deficit			(31,137	)		(23,695	)

Total shareholders’ equity			65,512			10,802
Total liabilities and shareholders’ equity			67,440			12,476

	Three months Ended September 30, 2021		Three months Ended September 30, 2020			Nine months Ended September 30, 2021	Nine months Ended September 30, 2020
Operating expenses

Research and development		1,487		1,031		3,951	3,430

General and administrative		1,404		194		3,392	600

Total operating expenses		2,891		1,225		7,343	4,030

Financing expenses (income), net		77		(1	)	99	(30	)

Net loss for the period		2,968		1,224		7,442	4,000

Basic and diluted loss per Ordinary Share*		0.013		0.009		0.038	0.030

Weighted average number of Ordinary Shares outstanding, basic, and diluted*		227,956,060		139,397,366		195,292,384	134,360,798

	Ordinary Shares (**)				Additional paid in capital		Accumulated deficit			Total Shareholders’ equity
	Number		USD		USD		USD			USD
For the nine-month period ended September 30, 2020 (*)

Balance as of January 1, 2020 (**)		9,274,838		0-		30,117		(17,744	)		12,373
Share-based compensation		-		-		46		-			46
Net loss for the period		-		-		-		(1,695	)		(1,695	)
Balance as of March 31, 2020		9,274,383		0-		30,163		(19,439	)		10,724

Share-based compensation		-		-		28		-			28
Exercise of options		-		-		125		-			125
Issuance of shares		-		-		3,000		-			3,000
Net loss for the period		-		-		-		(1,081	)		(1,081	)
Balance as of June 30, 2020		9,274,838		0-		33,316		(20,520	)		12,796

Share-based compensation		-		-		23		-			23
Exercise of options		-		-		562		-			562
Net loss for the period		-		-		-		(1,224	)		(1,224	)
Balance as of September 30, 2020		9,274,838		0-		33,901		(21,744	)		12,157

	Nine months ended September 30, 2021			Nine months ended September 30, 2020
Cash flows from operating activities
Net loss for the period		(7,442	)		(4,000	)

Adjustments for operating activities:
Depreciation		23			18
Change in other receivables and prepaid expenses		(2,145	)		(32	)
Change in trade payables		321			2
Change in accrued expenses		(1,261	)		131
Change in employees and related expenses		13			97
Share-based compensation		1,011			97
		(2,038	)		313

Net cash used in operating activities		(9,480	)		(3,687	)

Cash flows from investing activities
Investment in bank deposits		(26,500	)		(22	)
Sale of asset held for sale		1,000			0-
Purchase of property and equipment		(105	)		(37	)
Net cash used in investing activities		(25,605	)		(59	)

Cash flows from financing activities
Exercise of options		0-			687
Cash acquired in reverse recapitalization		2,427			0-
Proceeds from receivables on account of shares		0-			500
Issuance of shares net, of issuance costs		15,181			0-
Issuance of shares and warrants, net of issuance costs		43,547			3,000
Net cash provided by financing activities		61,155			4,187

Change in cash, cash equivalents and restricted cash		26,070			441

Cash, cash equivalents and restricted cash at beginning of period		11,727			12,285

Cash, cash equivalents and restricted cash at end of period		37,797			12,726

Supplemental disclosure of non-cash investing and financing activities:
Liabilities assumed, net of non-cash assets received in reverse merger		49			0-
Accrued share issuance expenses		63			0-

Remainder of 2021	$	276
2022		3,451
2023		2,533
2024-2026		214
Total	$	6,474

Remainder of 2022	$	5,918
2023			5,928
2024			140
2025-2027
Total	$	11,986