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) |
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* |
Yes ☒ No ☐ |
Yes ☒ No ☐ |
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | ||
Emerging growth company | ☒ |
Yes ☐ No ☒ |
1 | |
1 | |
19 | |
21 | |
• | 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. |
Contents
March 31, | December 31, | |||||||||||
Note | 2022 | 2021 | ||||||||||
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| 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 | ||||||||||
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Total current assets | 59,340 | 62,688 | ||||||||||
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Non-current assets | ||||||||||||
Long term prepaid expenses | 864 | 908 | ||||||||||
Property and equipment, net | 358 | 357 | ||||||||||
Restricted cash | 85 | 55 | ||||||||||
Operating lease right-of-use assets | 309 | 345 | ||||||||||
Total non-current assets | 1,616 | 1,665 | ||||||||||
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Total assets | 60,956 | 64,353 | ||||||||||
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Current liabilities | ||||||||||||
Trade payables | 1,487 | 1,336 | ||||||||||
Accrued expenses | 1,248 | 555 | ||||||||||
Employee and related expenses | 666 | 653 | ||||||||||
Operating lease liabilities | 116 | 106 | ||||||||||
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Total current liabilities | 3,517 | 2,650 | ||||||||||
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Non-current liabilities | ||||||||||||
Operating lease liabilities - long term | 203 | 237 | ||||||||||
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Total non-current liabilities | 203 | 237 | ||||||||||
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Commitments and contingent liabilities | 0 | 0 | ||||||||||
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Total liabilities | 3,720 | 2,887 | ||||||||||
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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 | 0 | 0 | ||||||||||
Additional paid in capital | 98,513 | 97,639 | ||||||||||
Accumulated deficit | (41,277 | ) | (36,173 | ) | ||||||||
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Total shareholders’ equity | 57,236 | 61,466 | ||||||||||
Total liabilities and shareholders’ equity | 60,956 | 64,353 |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
3
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March 31, | December 31, | ||||||||||
Note | 2023 | 2022 | |||||||||
Unaudited | Audited | ||||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | 20,765 | 13,519 | |||||||||
Short term bank deposits | 11,941 | 26,374 | |||||||||
Restricted cash | 77 | 77 | |||||||||
Other receivables and prepaid expenses | 995 | 1,766 | |||||||||
Total current assets | 33,778 | 41,736 | |||||||||
Non-current assets | |||||||||||
Long term prepaid expenses | 690 | 733 | |||||||||
Property and equipment, net | 352 | 367 | |||||||||
Operating lease right-of-use assets | 193 | 227 | |||||||||
Total non-current assets | 1,235 | 1,327 | |||||||||
Total assets | 35,013 | 43,063 | |||||||||
Current liabilities | |||||||||||
Trade payables | 2,217 | 1,688 | |||||||||
Accrued expenses | 3,164 | 3,378 | |||||||||
Employee and related expenses | 1,501 | 1,560 | |||||||||
Operating lease liabilities | 115 | 123 | |||||||||
Total current liabilities | 6,997 | 6,749 | |||||||||
Non-current liabilities | |||||||||||
Operating lease liabilities - long term | 62 | 91 | |||||||||
Total non-current liabilities | 62 | 91 | |||||||||
Commitments and contingent liabilities | |||||||||||
Total liabilities | 7,059 | 6,840 | |||||||||
Shareholders' equity | 1 | ||||||||||
Ordinary shares no par value - Authorized: 650,000,000 shares as of March 31, 2023 and December 31, 2022; | - | - | |||||||||
Issued and outstanding: 232,636,700 Ordinary shares as of March 31, 2023 and December 31, 2022; | - | - | |||||||||
Treasury share at cost (11,640,460 Ordinary shares as of March 31, 2023 and December 31, 2022) | (1,218 | ) | (1,218 | ) | |||||||
Additional paid in capital | 101,744 | 101,260 | |||||||||
Accumulated deficit | (72,572 | ) | (63,819 | ) | |||||||
Total shareholders’ equity | 27,954 | 36,223 | |||||||||
Total liabilities and shareholders’ equity | 35,013 | 43,063 |
4
Three months | Three months | ||||||||||
Ended | Ended | ||||||||||
March 31, | March 31, | ||||||||||
2023 | 2022 | ||||||||||
Operating expenses | |||||||||||
Research and development | 6,887 | 2,745 | |||||||||
General and administrative | 2,162 | 2,575 | |||||||||
Total operating expenses | 9,049 | 5,320 | |||||||||
Financing income, net | (317 | ) | (216 | ) | |||||||
Loss before taxes | 8,732 | 5,104 | |||||||||
Taxes on income | 21 | - | |||||||||
Net loss for the year | 8,753 | 5,104 | |||||||||
Basic and diluted loss per Ordinary Share (*) | 0.040 | 0.022 | |||||||||
Weighted average number of Ordinary Shares outstanding, basic, and diluted (*) | 220,996,240 | 228,090,300 |
Ordinary | Additional | Accumulated | Total | |||||||||||||||||
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 |
(*) 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.
5
Ordinary Share | Treasury | Additional paid in capital | Accumulated Deficit | Total Shareholders’ equity | ||||||||||||||||||||||||
Number | USD | Number | USD | USD | USD | USD | ||||||||||||||||||||||
For the three-month period ended on March 31, 2023 | ||||||||||||||||||||||||||||
Balance as of January 1, 2023 | 232,636,700 | - | (11,640,460 | ) | (1,218 | ) | 101,260 |
| (63,819 | ) | 36,223 | |||||||||||||||||
Share-based compensation | - | - | - | - | 484 | - | 484 | |||||||||||||||||||||
Net loss for the year | - | - | - | - | - | (8,753 | ) | (8,753 | ) | |||||||||||||||||||
Balance as of March 31, 2023 | 232,636,700 | - | (11,640,460 | ) | (1,218 | ) | 101,744 | (72,572 | ) | 27,954 |
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Chemomab Therapeutics Ltd.
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 | - | 97,639 | (36,173 | ) | 61,466 | ||||||||||||||
Share-based compensation | - | - | 874 | - | 874 | |||||||||||||||
Net loss for the period | - | - | - | (5,104 | ) | (5,104 | ) | |||||||||||||
Balance as of March 31, 2022 | 228,090,300 | - | 98,513 | (41,277 | ) | 57,236 |
6
Three months | Three months | |||||||
ended | Ended | |||||||
March 31, | March 31, | |||||||
2023 | 2022 | |||||||
Cash flows from operating activities | ||||||||
Net loss for the period | (8,753 | ) | (5,104 | ) | ||||
Adjustments for operating activities: | ||||||||
Depreciation | 16 | 13 | ||||||
Share-based compensation | 484 | 874 | ||||||
Change in other receivables and prepaid expenses | 814 | (363 | ) | |||||
Change in operating lease liability | (3 | ) | 12 | |||||
Change in trade payables | 529 | 151 | ||||||
Change in accrued expenses | (214 | ) | 693 | |||||
Change in employees and related expenses | (59 | ) | 13 | |||||
1,567 | 1,393 | |||||||
Net cash used in operating activities | (7,186 | ) | (3,711 | ) | ||||
Cash flows from investing activities | ||||||||
Decrease in bank deposits | 14,433 | 2,396 | ||||||
Purchase of property and equipment | (1 | ) | (14 | ) | ||||
Net cash provided by investing activities | 14,432 | 2,382 | ||||||
Cash flows from financing activities | ||||||||
Net cash provided by financing activities | - | - | ||||||
Change in cash, cash equivalents and restricted cash | 7,246 | (1,329 | ) | |||||
Cash, cash equivalents and restricted cash at beginning of period | 13,596 | 15,241 | ||||||
Cash, cash equivalents and restricted cash at end of period | 20,842 | 13,912 |
A. | Chemomab Therapeutics Ltd. |
B. |
| |
|
In connection with the Merger, and following the effective time of the Merger, the Company effected a reverse share split of 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 ordinary shares of the Company, plus a warrant to purchase ADSs that may become exercisable only under certain 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 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.
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, 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, was 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 |
|
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8
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES
(FORMERLY ANCHIANO THERAPEUTICS LTD)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Note 1 - General. (Cont.)
|
| |
| On April 30, 2021, the Company entered into an At the Market Offering Agreement (the "ATM |
D. | 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 | |
|
Chemomab Therapeutics Inc., a wholly owned subsidiary of | |
|
8
9
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES
(FORMERLY ANCHIANO THERAPEUTICS LTD)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
A. Basis of Preparation
A. | Basis of Preparation |
B. Use of estimates
B. | Use of estimates |
10
• | CM-101 appeared to be safe when administered subcutaneously. Most reported adverse events observed were mild, with one unrelated serious adverse event reported. No significant injection site reactions were reported and no anti-drug antibodies were detected. |
• | CM-101 administered subcutaneously demonstrated favorable pharmacokinetics and target engagement profiles as expected, and were similar to what the company has previously reported. |
• | CM-101-treated patients showed greater improvements than the placebo group in a number of liver fibrosis-related biomarkers, including ProC-3, ProC-4, ProC-18, TIMP-1 and ELF. |
• | A majority of CM-101-treated patients showed improvements in multiple liver fibrosis-related biomarkers—almost 60% of CM-101 patients were “multiple responders”, responding in at least three biomarkers at week 20, compared to no patients in the placebo group. |
• | CM-101-treated patients with higher CCL24 levels at baseline showed greater reductions in fibrosis-related biomarkers than patients with lower levels of CCL24 at baseline. More CM-101-treated patients with higher CCL24 levels also were “multiple responders”, responding in three or more of the fibrosis-related biomarkers, compared to patients with lower CCL24 levels at baseline. These findings further add to the growing body of evidence validating the role of CCL24 in the pathophysiology of fibrotic liver disease. |
• | A higher proportion of patients in the CM-101-treated group showed improvement in a physiologic measure of liver stiffness as compared to placebo (reduction of at least one grade of fibrosis score as assessed by the non-invasive elastography method known as FibroScan®). |
• | After completion of the study, the unblinded data showed that patients in the CM-101-treated group had higher baseline levels of fibrosis compared to placebo patients. The impact of this difference on the results, if any, is unknown. |
• | 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. |
Three months ended | Three months ended | |||||||||||||||||||||||||||||||
March 31, | Increase/(decrease) | March 31, | Increase/(decrease) | |||||||||||||||||||||||||||||
2022 | 2021 | $ | % | 2023 | 2022 | $ | % | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Research and development | 2,745 | 1,157 | 1,588 | 137 | % | 6,887 | 2,745 | 4,142 | 151 | % | ||||||||||||||||||||||
General and administrative | 2,575 | 542 | 2,033 | 375 | % | 2,162 | 2,575 | (413 | ) | (16 | )% | |||||||||||||||||||||
Operating loss | 5,320 | 1,699 | 3,621 | 213 | % | 9,049 | 5,320 | 3,729 | 70 | % | ||||||||||||||||||||||
Financing expense (income) , net | (216 | ) | 5 | (221 | ) | (4,420 | )% | |||||||||||||||||||||||||
Financing income, net | (317 | ) | (216 | ) | (101 | ) | 47 | % | ||||||||||||||||||||||||
Loss before taxes | 8,732 | 5,104 | 3,628 | 71 | % | |||||||||||||||||||||||||||
Taxes on income | 21 | - | 21 | 100 | % | |||||||||||||||||||||||||||
Net loss | $ | 5,104 | $ | 1,704 | $ | 3,400 | 200 | % | $ | 8,753 | $ | 5,104 | $ | 3,649 | 71 | % |
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 its 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 Sales Agreement for total gross considerationamount of approximately $15.9 million. Assecurities the Company is able to offer and sell under such registration statement to one-third of Marchour unaffiliated public float. During the year ended December 31, 2022, we hadthe Company issued 130,505 ADSs at an aggregateaverage price of approximately $57.5 million$2.11 per ADS under the ATM Agreement, resulting in gross proceeds of cash, cash equivalents and short-term deposits.$275 thousand.
• | 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. |
Three months ended | Three months ended | |||||||||||||||||||||||||||||||
March 31, | Change | March 31, | Change | |||||||||||||||||||||||||||||
2022 | 2021 | $ | % | 2023 | 2022 | $ | % | |||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||
Net cash used in operating activities | $ | (3,711 | ) | $ | (1,293 | ) | $ | (2,418 | ) | 187 | % | $ | (7,186 | ) | $ | (3,711 | ) | $ | (3,475 | ) | (94 | )% | ||||||||||
Net cash provided by (used in) investing activities | $ | 2,382 | $ | (2 | ) | $ | 2,384 | (119,200 | )% | |||||||||||||||||||||||
Net cash provided by investing activities | $ | 14,432 | $ | 2,382 | $ | 12,050 | 506 | % | ||||||||||||||||||||||||
Net cash used in financing activities | - | $ | 47,799 | $ | (47,799 | ) | (100 | )% | - | $ | - | $ | - | % | ||||||||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | $ | (1,329 | ) | $ | 46,504 | $ | (47,833 | ) | (103 | )% | $ | 7,246 | $ | (1,329 | ) | $ | 8,575 | (645 | )% |
Remainder of 2022 | $ | 5,918 | |||||
2023 | 5,928 | ||||||
2024 | 140 | ||||||
2025-2027 | |||||||
Total | $ | 11,986 |
Remainder of 2023 | $ | 6,361 | ||
2024 | 1,676 | |||
2025 | 1,060 | |||
Total | $ | 9,097 |
Exhibit Number | Description | |
101. INS | Inline XBRL Instance Document | |
101. | ||
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 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
* | Filed herewith. | |
** | Furnished herewith. |
CHEMOMAB THERAPEUTICS LTD. | |||
Date: May | By: | /s/ Dale Pfost | |
Name: | Dale Pfost | ||
Title: | Chief Executive Officer | ||
Date: May | By: | /s/ Donald Marvin | |
Name: | Donald Marvin | ||
Title: | Chief Financial Officer |
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