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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A​
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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☐    Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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AnchianoChemomab Therapeutics Ltd.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Proposed maximum aggregate value of transaction:

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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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[MISSING IMAGE: lg_anchiano.jpg]
April 6, 2020
June 14, 2021
Dear Shareholder,
You are cordially invited to attend the 20202021 Annual General Meeting of Shareholders (the “Annual Meeting”) of AnchianoChemomab Therapeutics Ltd. (“we”we,” “Chemomab,” the “Company” or the “Company”“our company”) to be held at 4:30 p.m., local time, on April 23, 2020July 19, 2021, at 11 a.m. (Eastern standard time)Meitar | Law Offices, located at our executive office at Kendall Square, Building 1400E, Suite 14-105, Cambridge, MA 02139. In light of current circumstances and various restrictions that are being imposed because of COVID-19, it may become necessary to change the venue of the meeting. Any such change will be announced in a Form 8-K filed with the Securities and Exchange Commission.16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel.
At the Annual Meeting, shareholders will vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. We look forward to greeting personally those shareholders who are able to be present at the Annual Meeting; however, whether or not you plan to attend in person, it is important that your shares be represented. Holders of our American Depositary Shares (“ADSs”) will receive voting instruction cards either electronically or by physical mail, depending on the delivery instructions such holder has provided to its bank or broker. Please promptly vote your shares by marking, signing, dating and returning the proxyvoting instruction card in the enclosed envelope.envelope or by submitting your voting instructions online or by phone (if permitted to do so, as described in the voting instruction card that you receive).
Your vote is important, whether or not you attend the meeting in person. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting. If you decide to attend the meeting and vote in person, your proxy may be revoked at your request.
Thank you for your cooperation and continued support.
Sincerely,
/s/ Dennison T. Veru
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Dennison T. VeruStephen Squinto
Interim Stephen Squinto
Chairman of the Board


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[MISSING IMAGE: lg_anchiano.jpg]
 
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2020JULY 19, 2021
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To the Shareholders of AnchianoChemomab Therapeutics Ltd.:
The Annual General Meeting of Shareholders of AnchianoChemomab Therapeutics Ltd. will be held at the following time, date and place for the following purpose:
​TIME:​​11 a.m., Eastern standard4:30 p.m. local time​
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DATE:​​April 23, 2020​July 19, 2021
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PLACE:​
Meitar | Law Offices, located at 16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel
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PURPOSE:
Anchiano Therapeutics Ltd., Kendall Square, Building 1400E, Suite 14-105, Cambridge, MA 02139
Please note that in light of current circumstances and various restrictions that are being imposed because of COVID-19, it may become necessary to change the venue of the meeting. Any such change will be announced in a Form 8-K filed with the Securities and Exchange Commission.
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PURPOSE:
The agenda for the Annual General Meeting is as follows:
1.
To elect to the Board of Directors of the Company (the “Board” or the “Board of Directors”) the eight director nominees named in the enclosed proxy statement to serve until the next annual general meeting of shareholders and until their successors have been duly elected and qualified;
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2.

1.
To approve the Company’s updated Compensation Policy for directors and officers;

2.
To approve an amendment to the terms of engagement of Dr. Adi Mor, the Company’s Chief Executive Officer;

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To approve an increase in the number of ordinary shares reserved for issuance under the Company’s 2015 Share Incentive Plan; and

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To approve the reappointment of Somekh Chaikin, a member firm of KPMG International (“KPMG”) , as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services.
In addition, the shareholders will be requested to consider at the Meeting the Company’s Compensation Policyaudited consolidated financial statements for directors and officers, reflecting certain amendments to the Compensation Policy;
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3.
To approve amendments to the Company’s Articles of Association to (i) increase our authorized share capital from 100,000,000 ordinary shares, with no par value each, to 500,000,000 ordinary shares, with no par value each and (ii) amend the quorum requirement for meetings of the Company’s shareholders;
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To approve the reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services;
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To report on the business of the Company for the fiscal year ended December 31, 2019, including a review of the fiscal 2019 financial statements; and2020.
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To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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The foregoing proposals are described more fully in the enclosed proxy statement, which we urge you to read in its entirety. Approval
The affirmative vote of Items 1 through 4 above will require the affirmative voteholders of a majority of the shares present,voting power represented at the Annual Meeting in person or by proxy and voting thereon provided thatis necessary for the approval of each proposal.
Additionally, the approval of each of Proposal 1 and Proposal 2 is subject to the fulfillment of one of the following additional voting requirements:

(i)
approval by a majority of the ordinary shares or ADSs held and voted at the Annual Meeting by non-controlling shareholders who do not have a personal interest in the approval of the applicable proposal, excluding abstentions; or


(ii)
the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) and voted against the applicable proposal, does not exceed two percent (2%) of the aggregate voting rights in the Company.
In connection with respect to Item 2, in addition to such majority vote, either (i) the shares voted in favor of such proposal include a majority of the

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shares voted by shareholders who are not “controlling shareholders” and do not have a “personal interest” in such matter, as defined underProposal 1, the Israeli Companies Law 1999, as amended5759-1999 (the “Companies Law”) or (ii)allows the total numberboard of sharesdirectors of a company to approve such proposal even if the general meeting of shareholders has voted byagainst its approval, provided that the disinterested shareholders describedcompany’s compensation committee, and thereafter its board of directors, each determines to approve it, based on detailed arguments, and after having reconsidered the matter and concluded that such action is in clause (i) against such resolutions does not exceed two percent (2%)the best interest of the aggregatecompany.
A “controlling shareholder” is defined as any shareholder that has the ability to direct the company’s activities (other than by means of being a director or office holder (as defined in the Companies Law) of the company). Two or more persons holding voting rights in the Company. Item 5 will not, and Item 6 is not expected to, involvecompany each of which has a votepersonal interest in the approval of the shareholders.transaction being brought for approval of the company will be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of the company, although for certain matters, including with respect to Proposal 2, a person who holds 25% or more of the voting rights in the general meeting of the company if there is no other person who holds more than 50% of the voting rights in the company will be deemed a controlling shareholder. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of the company, or (ii) the right to appoint directors of the company or its chief executive officer.
A “personal interest” of a shareholder in an action or transaction of a company includes (i) a personal interest of any of the shareholder’s relative (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as detailed above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as a director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; and (ii) excludes an interest arising solely from the ownership of ordinary shares or ADSs of the company.
Shareholders of record at the close of business on March 23, 2020June 14, 2021 are entitled to notice of and to vote at the Annual Meeting. A list of shareholders of record will be available at the meetingAnnual Meeting and, during the 10 days prior to the meeting,Annual Meeting, at the office of our Corporate Secretary at our registered office in Israel, 5 Kiryat Hamada Street, Jerusalem 9777401,Atidim, Building 7, Tel Aviv, 6158002, Israel.
Please sign, date and promptly return the enclosed voting instruction card or proxy card in the enclosed envelope or submit your voting instructions online or by phone (if permitted to do so, as described in the voting instruction card that you receive) so that your shares will be represented whether or not you attend the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Stephen Squinto
Stephen Squinto
Chairman of the Board
June 14, 2021
/s/ Dennison T. Veru
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Dennison T. Veru
Interim Chairman of the Board
April 6, 2020

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Anchiano Therapeutics Ltd.- ii -
CHEMOMAB THERAPEUTICS LTD.
5 Kiryat Hamada St.Atidim, Building 7
P.O. Box 45032
Jerusalem, 9777401,Tel Aviv, Israel 6158002
+972 (2) 548-6555972-77-331-0156

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PROXY STATEMENT FOR ANCHIANOCHEMOMAB THERAPEUTICS LTD.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 23, 2020JULY 19, 2021
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Why Did You Send Me this Proxy Statement?
We sent you this proxy statement and the enclosed proxy card because the Board of Directors of AnchianoChemomab Therapeutics Ltd. (“we”we,” the “Company,” “our company” or the “Company”“Chemomab”) is soliciting your proxy to vote at the Annual General Meeting of Shareholders (the “Annual Meeting”) and any adjournments of the meetingAnnual Meeting to be held at 11 a.m.4:30 p.m., Eastern standardlocal time, on April 23, 2020July 19, 2021 at our executive officeMeitar | Law Offices, located at Kendall Square, Building 1400E, Suite 14-105, Cambridge, MA 02139. In light of current circumstances and various restrictions that are being imposed because of COVID-19, it may become necessary to change the venue of the meeting. Any such change will be announced in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”).16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel. This proxy statement, along with the accompanying Notice of Annual General Meeting of Shareholders, summarizes the purpose of the meetingAnnual Meeting and the information you need to know to vote at the Annual Meeting. We anticipate that on or about April 6, 2020June 22, 2021, we will begin sending this proxy statement, the attached Notice of Annual Meeting and the form of proxy enclosed to all shareholders entitled to vote at the meeting.Annual Meeting.
Who Can Vote?
Only holders of record of ordinary shares or ADSs representing the Company’s ordinary shares (collectively, the “Shares”) on March 23, 2020, the record date,June 14, 2021 (the “record date”) are entitled to vote at the Annual Meeting. On the record date, there were 37,099,352220,058,140 ordinary shares (equivalent to 11,002,907 ADSs) outstanding and entitled to vote.
You do not need to attend the Annual Meeting to vote your Shares. Shares represented by valid proxies, received in time for the meetingAnnual Meeting and not revoked prior to the meeting,Annual Meeting, will be voted at the Annual Meeting.
How Many Votes Do I Have?
Each ordinary share that you own entitles you to one vote. Each ADS represents fivetwenty (20) of our ordinary shares.
How Do I Vote?
Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the Annual Meeting. If your Shares are registered directly in your name through our transfer agent, or you have share certificates, you may vote:
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By mail.Complete, date, sign and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your Shares voted, they will be voted as recommended by our Board of Directors.
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In person at the meeting.If you attend the meeting,Annual Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.Annual Meeting.
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If your ADSs are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your Shares and can generally do so as follows:
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By mail.You will receive instructions from your broker or other nominee explaining how to instruct them to vote your Shares.
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By Phone and/or Online.
Beneficial Holders can complete and submit voting instructions online at www.ProxyVote.com, in accordance with the instructions provided on the voting instruction card that you receive, or by calling 1-800-454-8683.
Registered Holders can complete and submit voting instructions online at www.proxypush.com/CMMB in accordance with the instructions on the voting instruction card you receive.
In person at the meeting.Annual Meeting. Contact the broker or other nominee who holds your Shares to obtain a broker’s proxy card and bringandbring it with you to the meeting.Annual Meeting. You will not be able to vote at the meetingAnnual Meeting unless you have a proxy card from your broker.
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If you need assistance in voting or completing your proxy card or have questions regarding the meeting, please contact our proxy advisor:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
+1 (866) 613-3006 (toll free in the United States)
What am I Voting On?
You are voting:
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To elect to the Board of Directors (the “Board”) the eight director nominees named in this proxy statement to serve until the next annual general meeting of shareholders and until their successors have been duly elected and qualified;
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To approve the Company’s updated Compensation Policy for directors and officers, reflecting certain amendmentsofficers;
To approve an amendment to the Compensation Policy;terms of engagement of Dr. Adi Mor, the Company’s Chief Executive Officer;
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To approve amendments toan increase in the number of ordinary shares reserved for issuance under the Company’s Articles of Association to (i) increase our authorized share capital from 100,000,000 ordinary shares, with no par value each, to 500,000,000 ordinary shares, with no par value each2015 Share Incentive Plan; and (ii) amend the quorum requirement for meetings of the Company’s shareholders; and
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To approve the reappointment of Somekh Chaikin, a member firm of KPMG International, as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services.
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In addition, you will be requested to consider at the Annual Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2020.
Our Board of Directors reserves the right to elect not to proceed with and to abandon the foregoing proposals if it determines, in its sole discretion, that the proposals are no longer in the best interests of the shareholders.
How does the Board of Directors Recommend that I Vote at the Annual Meeting?
The Board of Directors recommends that you vote as follows:
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“FOR” the proposal to elect each of the Board nominees named in this proxy statement to serve as directors of the Company until the next annual general meeting of shareholders and until their successors have been duly elected and qualified;
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“FOR” the approval ofapprove the Company’s Compensation Policy for directors and officers, reflecting certain amendments to the Compensation Policy;officers;
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“FOR” the approval of amendmentsan amendment to the terms of engagement of Dr. Adi Mor, the Company’s ArticlesChief Executive Officer;
“FOR” the approval of Association to (i)an increase our authorized share capital from 100,000,000in the number of ordinary shares with no par value each, to 500,000,000 ordinary shares, with no par value each and (ii) amend the quorum requirementreserved for meetings ofissuance under the Company’s shareholders to holders of at least 331∕3% of the Company’s ordinary shares;2015 Share Incentive Plan; and
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“FOR” the approval of the reappointment of Somekh Chaikin, a member firm of KPMG International, as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services.
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If any other matter is properly presented at the meetingAnnual Meeting or any adjournment, the proxy card provides that your Shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. At the time this proxy statement was printed, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

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What Constitutes a Quorum for the Annual Meeting?
Due to the Nasdaq listing rules applicable to our Company, of the 37,099,352220,058,140 ordinary shares outstanding as of the record date, the holders of at least 331∕3% 1/3% of those ordinary shares, or at least 12,366,45173,352,713 ordinary shares, must be present at the meeting in person or represented by proxy to hold the meeting and conduct business. Once a quorum is established at a meeting, it shall not be broken by the withdrawal of enough votes to leave less than a quorum. Shares held by shareholders of record who are present at the meeting in person or by proxy are counted for purposes of determining whether a quorum exists. Abstentions and “broker non-votes” are also counted as present and entitled to vote for purposes of determining whether a quorum exists. If a quorum is not present, the meeting will be adjourned until a quorum is obtained.
What are the Voting Requirements to Approve the Proposals?
You may vote “FOR,” “AGAINST” or “ABSTAIN” on the proposals to (1) elect to the Board the eight director nominees named in this proxy statement to serve until the next annual general meeting of shareholders and until their successors have been duly elected and qualified; (2) approve the Company’s Compensation Policy for directors and officers, reflecting certain amendmentsofficers; (2) approval of an amendment to the Compensation Policy;terms of Dr. Adi Mor, the Company’s Chief Executive Officer; (3) approve amendments toan increase in the number of ordinary shares reserved for issuance under the Company’s Articles of Association to (i) increase our authorized share capital from 100,000,000 ordinary shares, with no par value each, to 500,000,000 ordinary shares, with no par value each and (ii) amend the quorum requirement for meetings of the Company’s shareholders;2015 Share Incentive Plan; and (4) approve the reappointment of Somekh Chaikin, a member firm of KPMG International, as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services.
The affirmative vote of a majority of theour ordinary shares or ADSs present at the Annual Meeting, in person or by proxy, and voting on the matter, is required to approve each of the proposals, as described above, provided thatwith respect to each of Proposal 1 and Proposal 2, in addition to such majority vote, either (i) the shares voted in favor of such proposal include a majority of the shares voted byof shareholders present and voting who are not “controlling shareholders” andcontrolling shareholders or do not have a “personal interest”personal interest in such matter, as defined under the Companies Lawapproval of the proposal, excluding abstentions, are voted in favor of the proposal; or (ii) the total number of shares votedheld by the disinterested shareholders describedmentioned in clause (i) above that are voted against such resolutionsthe proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.
The term
A “controlling shareholder” means ais defined as any shareholder havingthat has the ability to direct the company’s activities of a company, other(other than by virtuemeans of being ana director or office holder.holder (as defined in the Israeli Companies Law 5759-1999 (the “Companies Law”) of the company). Two or more persons holding voting rights in the company each of which has a personal interest in the approval of the transaction being brought for approval of the company will be considered to be joint holders. A shareholderperson is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the shareholder“means of control” of the company, although for certain matters, including with respect to Proposal 2, a person who holds fifty percent (50%)25% or more of the voting rights in the general meeting of the company if there is no other person who holds more than 50% of the voting rights in the company will be deemed a company or hascontrolling shareholder “Means of control” is defined as any one of the following: (i) the right to appointvote at a general meeting of the majority ofcompany, or (ii) the right to appoint directors of the company or its general manager. To the knowledge of the Company, there is no shareholder who is a controlling shareholder.chief executive officer.
Under the Companies Law, a
A “personal interest” of a shareholder in an action or transaction of a company includes (i) includes a personal interest of the shareholder and any member of the shareholder’s family, family membersrelative (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of thesuch shareholder’s spouse or athe spouse of any of the foregoing,above) or a personalan interest of a company with respect to which the shareholder (oror the shareholder’s relative (as detailed above) holds 5% or more of such family member) serves as a directorcompany’s issued shares or chief executive officer, owns at least five percent (5%) of the shares orvoting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as a director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; and (ii) excludes an interest arising solely from the ownership of our Shares. Underordinary shares or ADSs of the Companies Law, in the case of a person voting by proxy for another person, “personal interest” includes a personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote. If you do not have a personal interest in this matter, you may assume that using the enclosed form of proxy will not create a personal interest.
company.

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The Companies Law requires that each shareholder voting on the proposed resolution for Proposals 1 and 2 indicate whether or not the shareholder is a controlling shareholder or has a personal interest in the proposed resolution. Otherwise, the votes of such shareholder maywill not be counted.

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Although it is unlikely that any of the Company’s public shareholders has a personal interest in thisthe subject matter of Proposals 1 or 2, to avoid confusion, in the enclosed form of proxy card or voting instruction card, we refer to such a personal interest as a “personal benefit or other interest.” The proxy card or voting instruction card includes a boxItems 1A and 2A, under which you canshould mark “FOR” in order to confirm that you are not a controlling shareholder and do not have a personal interest in this matter. the approval of Proposals 1 and 2, respectively. In the alternative, if you believe that you are a controlling shareholder or have such a personal interest in the approval of either of those proposals, you should mark the box “AGAINST” in Items 1A and/or 2A (as applicable) when you mark your vote with respect to Proposals 1 and 2, respectively. If you do not mark thisany box in Items 1A and/or 2A, your vote will not be counted.counted on Proposals 1 or 2. If you are unsure whether you can make this confirmation, please contact the Company’s Corporate Secretary, at +972-2-548-6555, for instructions on how to vote your Shares and indicate that you are a controlling shareholder or have a personal interest in either of Proposals 1 or 2, please contact the Company’s Chief Financial Officer, Sigal Fattal, at sigal@chemomab.com, or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact us on your behalf.
How are My Votes Cast when I Sign and Return a Voting Instruction Card or Proxy Card?
When you sign theand submit a voting instruction card, you instruct your broker (or nominee that holds your ADSs of record) to vote your ADSs in a certain manner. When you sign a proxy card, you appoint Frank G. Haluska,Adi Mor, our presidentChief Executive Officer, and chief executive officer, and Dennison T. Veru,Stephen Squinto, our acting chairmanChairman of the Board of Directors, as your representatives at the meeting. Mr. HaluskaAnnual Meeting. Your broker (or other nominee), in the case of ADSs held in street name, or Dr. Mor and Mr. VeruSquinto, in the case of Shares held by record shareholders, will voteensure that your Shares are voted at the meetingAnnual Meeting as you have instructed them on the voting instruction card or proxy card.card (as applicable). Each of such persons may appoint a substitute for himself.
Even if you plan to attend the meeting,Annual Meeting, it is a good idea to complete, sign and return your voting instruction card or proxy card in advance of the meetingAnnual Meeting in case your plans change. This way, your Shares will be voted by you whether or not you actually attend the meeting.Annual Meeting.
May I Revoke My Proxy?
Shareholders may revoke the authority granted by their execution of proxies before the effective exercise thereof by filing with the Company a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Annual Meeting. However, if a shareholder attends the Annual Meeting and does not elect to vote in person, his or her proxy will not be revoked. Unless otherwise indicated on the form of proxy, if a proxy is properly executed and received by the Company prior to the Annual Meeting, Shares represented by the proxy will be voted in favor of all the matters to be presented to the Annual Meeting, as described above.
Can my broker vote my Shares for me?
A broker “non-vote” occurs when a broker or nominee holding Shares for a beneficial owner does not vote on a particular matter because the matter is not routine and such broker or nominee does not have the discretionary voting authority to vote the Shares for which it is the holder of record with respect to a particular matter at the Annual Meeting and such broker or nominee has not received instructions from the beneficial owner. Broker “non-votes,” and Shares as to which proxy authority has been withheld with respect to any matter, are generally not deemed to be entitled to vote for purposes of determining whether shareholders’ approvala majority of that matter has been obtained.the shareholders have voted in favor of a particular proposal.
What if I Receive More than One Proxy Card?
You may receive more than one proxy card or voting instruction form if you hold Shares in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How Do I Vote?” for each account to ensure that all of your Shares are voted.
What if I do not Vote for the Matters Listed on My Proxy Card?
On all matters considered at the Annual Meeting, abstentions of a holder of Shares will be treated as neither a vote “for” nor a vote “against” the matter, although they will be counted in determining if a quorum is present.


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Will My Shares be Voted if I do not Return My Proxy Card and do not Attend the Annual Meeting?
If your Shares are registered in your name or if you have share certificates, they will not be voted if you do not return your proxy card by mail or vote at the meeting as described above under “How Do I Vote?”.
If your Shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your Shares as described above under “How Do I Vote?,” the bank, broker or other nominee has the authority to vote your Shares on certain routine matters scheduled to come before the meeting even if it does not receive instructions from you. We encourage you to provide voting instructions. This ensures your Shares will be voted at the meeting in the manner you desire.
Is Voting Confidential?
Yes. Only the inspector of elections and our employees who have been assigned the responsibility for overseeing the legal aspects of the Annual Meeting, and Alliance Advisors, LLC (“Alliance Advisors”), our proxy solicitor, will have access to your proxy card. The inspector of elections will tabulate and certify the vote. Any comments written on the proxy card will remain confidential unless you ask that your name be disclosed.
What are the Costs of Soliciting these Proxies?
We will pay all of the costs of soliciting these proxies. Our officers, directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. We have engaged Alliance Advisors to assist us in soliciting proxies for the Annual Meeting. We will pay Alliance Advisors a base fee of  $7,500, plus reasonable out-of-pocket expenses, plus an additional fee based upon the number of contacts with shareholders made and work performed. We estimate the total amount payable to Alliance Advisory will be approximately $10,000.
Could other Matters be Decided at the Annual Meeting?
We do not know of any other matters that will be considered at the Annual Meeting. If any other matters arise at the Annual Meeting at or by the direction of the Board of Directors, the proxies will be voted at the discretion of the proxy holders.
What Happens if the Annual Meeting is Postponed or Adjourned?
Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.
What are the Implications of the Company being an Emerging Growth Company and a Smaller Reporting Company?
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an emerging growth company and a smaller reporting company, we provide in this proxy statement the scaled disclosure permitted under the JOBS Act and otherwise as applicable to smaller reporting companies. In addition, as an emerging growth company, we are not required to conduct votes seeking shareholder approval on an advisory basis of (1) the compensation of our “named executive officers” or the frequency with which such votes must be conducted or (2) compensation arrangements and understandings in connection with merger transactions, known as “golden parachute” arrangements.


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COMPANY BACKGROUND
History
We areCompany Overview
Chemomab is a biotechnologyclinical-stage biotech company committed to discovering and developing new cancer therapiesinnovative therapeutics for conditions with high unmet medical need that are designedinvolve inflammation and fibrosis.
Chemomab 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 targettreat 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 products of mutated genesCompany’s lead clinical product candidate, is a first-in-class humanized monoclonal antibody that are drivers of human malignancies. We were incorporated on September 22, 2011 underhinders the lawsbasic function of the Statesoluble chemokine CCL24, also known as eotaxin-2, as a regulator of Israel formajor inflammatory and fibrotic pathways. We have demonstrated that CM-101 interferes with the purposeunderlying biology of inflammation and fibrosis through a reincorporation merger (“Reincorporation”), which merged BioCancell Therapeutics Inc. (“BTI”)novel and differentiated mechanism of action. Based on these findings, Chemomab is actively advancing CM-101 into Phase 2 clinical studies directed toward three 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 intoproof-of-mechanism clinical study of CM-101 in non-alcoholic fatty liver disease, or NAFLD, patients. We currently are conducting a wholly-owned subsidiary of BioCancell Ltd. (“BioCancell”). BTI was incorporatedPhase 2a clinical study in the United Stated underKingdom and Israel studying PSC, a rare obstructive and cholestatic liver disease, and this year we are planning a Phase 2 study in SSc, a rare autoimmune rheumatic disease characterized by accumulation of collagen, producing fibrosis in multiple tissues. Although our primary focus relates to these two rare indications, an additional Phase 2a clinical study has been initiated focused on expanding the lawsunderstanding of CM-101 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 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, after injury, an excessive, uncontrolled inflammatory response can lead to tissue fibrosis.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets forth information, as of June 10, 2021, regarding beneficial ownership of our ordinary shares (including ordinary shares represented by ADSs):
each person who is known by us to own beneficially more than 5% of our ordinary shares;
each director;
each executive officer; and
all of our directors and executive officers collectively.
The percentages of common stock beneficially owned are reported on the basis of regulations of the StateSEC governing the determination of Delawarebeneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security.
Unless otherwise noted, the address of each director and current and former executive officer of Chemomab is Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002.
  Total    
  Beneficial  Percentage of 
  Ownership  Ordinary 
  (American  Shares 
  Depositary  Beneficially 
NAME OF BENEFICIAL OWNER Shares)  Owned* 
5% and Greater Shareholders      
OrbiMed Israel Partners Limited Partnership(1)            2,606,991   23.6%
The Centillion Fund(2)            661,370   6.0%
Rivendell Investments 2017-9(3)            1,131,563   10.3%
Kobi George(4)            1,304,774   11.7%
Apeiron group(5)            788,995   7.1%

  Total    
  Beneficial  Percentage of 
  Ownership  Ordinary 
  (American  Shares 
  Depositary  Beneficially 
NAME OF BENEFICIAL OWNER Shares)  Owned* 
Directors and Executive Officers      
Adi Mor(6)            1,304,774   11.7%
Neil Cohen(7)            3,958   0.04%
Arnon Aharon(8)            51,167   0.46%
Stephen Squinto(9)            114,874   1.04%
Nissim Darvish(10)            11,443   0.10%
Joel Maryles (11)            1,320   0.01%
Alan Moses (12)            1,320   0.01%
Claude Nicaise (13)            1,320   0.01%
Sigal Fattal            —   — 
All current executive officers and directors as a group (9 persons)            1,490,176   13.21%
* Percentage ownership based on July11,002,907 American Depositary Shares outstanding as of June 10, 2021.

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(1) Represents 2,578,174 ADSs, representing 51,563,580 ordinary shares, held by OrbiMed Israel Partners Limited Partnership, or OIP, as reported by OIP on Schedule 13G filed with the SEC on March 26, 20042021, and commenced operations on October 1, 2004.28,817 ADSs, representing 576,340 Ordinary Shares, issuable upon the exercise of warrants to purchase ADSs. The Reincorporation was consummated on August 14, 2012,percentage is calculated based upon 10,697,997 ADSs outstanding, representing 213,959,940 Ordinary Shares, and BTI survivedgiving effect to the additional 28,817 ADSs, representing 576,340 Ordinary Shares, that would be outstanding following the exercise of the warrants held by OIP. OIP is the shareholder of record. OrbiMed Israel BioFund GP Limited Partnership, or OrbiMed BioFund, is the general partner of OIP, and OrbiMed Israel GP Ltd., or OrbiMed Israel GP, is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP and as a wholly-owned subsidiaryresult, may be deemed to have beneficial ownership over such securities. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of BioCancell until it was formally dissolved inCarl Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz and Erez Chimovits, each of whom disclaims beneficial ownership of the Stateshares held by OIP. The address of Delaware on December 28, 2012. Following the Reincorpoation, BioCancell became a public company in Israel with itsOIP is 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766 Israel.
(2) The address of Centillion Fund, Inc. is 10 Manoel Street, Castries, Saint Lucia.
(3) Represents 1,108,509 ADSs, representing 22,170,180 ordinary shares, listedheld by Rivendell Investments 2017-9 LLC, or Rivendell, as reported by Rivendell on Schedule 13G filed with the Tel Aviv Stock Exchange (“TASE”).
In October 2016, Dr. Frank Haluska became Chief Executive OfficerSEC on March 26, 2021, and 23,054 ADSs, representing 461,080 Ordinary Shares, issuable upon the exercise of warrants to purchase ADSs. The percentage is calculated based upon 10,697,975 ADSs outstanding, representing 213,959,500 Ordinary Shares, and giving effect to the additional 23,054 ADSs, representing 461,080 Ordinary Shares, that would be outstanding following the exercise of the Company.warrants held by Rivendell. Rivendell is the shareholder of record. Peter Thiel is the beneficial owner of Rivendell and has sole voting and investment power over the securities held by Rivendell. The address of Rivendell is 1209 Orange Street, Wilmington, Delaware 19801.
(4) Consists of (i) 514,495 ADSs owned directly by Dr. Haluska subsequently introduced a numberGeorge, (ii) 649,550 ADSs owned by Dr. Adi Mor  (Dr. George’s spouse), (iii) 33,725 options to purchase 33,725 ADSs of changesthe Company issued directly to Dr. George, issuable upon the exercise of options, and (iv) 107,004 options to purchase 107,004 ADSs of the Company, issued to Dr. Mor, (Dr. George’s spouse).
(5) The Apeiron Group consists of (i) Apeiron SICAV Ltd. – Presight Capital Fund One, of which owns 438,993 ADSs, (ii) Apeiron Presight Capital Fund II, LP, of which owns 316,987 ADSs, and (iii) Apeiron Investment Group Ltd., of which owns 18,607 ADSs and 14,408 ADSs issuable upon the exercise of warrants. Each of Fabian Hansen and Christian Angermayer may be deemed to share voting and investment power with respect to the managementADSs held by the Apeiron Group.
(6) Includes (i) 649,550 ADSs owned directly by Dr. Mor, (ii) 514,495 ADSs owned by Dr. George, (Dr. Mor’s spouse), (iii) 107,004 options to purchase 107,004 ADSs of the Company issued to Dr. Mor, issuable upon the exercise of options, and (iv) 33,725 options to purchase 33,725 ADSs of the Company issued to Dr. George, (Dr. Mor’s spouse) issuable upon the exercise of options.
(7) Includes 2,409 ADSs of the Company, and to its clinical development program for the Company’s lead product. In 2018, Dr. Ron Knickerbocker was hired to act as the Company’s Senior VP of Clinical Development and Data Sciences, Sean Daly was hired to act as the Company’s Vice President of Clinical Operations and Dr. David Kerstein was hired to act as the Company’s Chief Medical Officer. In August 2018, BioCancell changed its name to Anchiano Therapeutics Ltd.
Initial Public Offering
At the time of our U.S. initial public offering in February 2019, our lead product candidate was inodiftagene, which is a recombinant DNA construct intended to be administered to patients whose therapy for early stage bladder cancer had failed. Completed preclinical studies and clinical trials demonstrated that our product candidate could potentially deliver a lethal gene specifically to bladder cancer cells in a patient’s bladder. Phase 1 and Phase 2 clinical trial results initially indicated the potential of inodiftagene to improve patient outcomes substantially by delaying or, in some cases, eliminating disease progression. Experiments demonstrated the uptake of inodiftagene by 85% of target cells in vitro after a single exposure. We tested inodiftagene in six clinical trials, three of which involved non-muscle invasive bladder cancer (“NMIBC”) patients, and we observed substantial anti-tumor activity. The data from the three NMIBC Phase 1/2 and Phase 2 trials demonstrated that: (1) inodiftagene caused complete responses in 33% of bladder cancer patients with unresected measurable papillary tumors; (2) one-year and two-year recurrence-free survivals were 46% and 33%, respectively; and (3) we could administer inodiftagene with BCG, the standard of care for NMIBC, with recurrence-free outcomes of 95% and 78% at three and six months, respectively.
Studies strongly supported the potential for inodiftagene to provide new therapies for NMIBC patients. Specifically, we identified two distinct populations with unmet needs in the field of NMIBC treatment: (1) those patients for whom two treatments with standard BCG had failed and (2) those for whom one BCG treatment had failed. Accordingly, we conducted two pivotal clinical trials in NMIBC patients, including a single-arm study of inodiftagene in patients with BCG-unresponsive disease and a randomized trial in patients whose disease had recurred after a single course of standard BCG therapy. Both of these studies were reviewed by the U.S. Food and Drug Administration (“FDA”) and other international regulatory bodies. The FDA granted our program Fast Track designation for regulatory review. Additionally, the FDA granted our Phase 3 study a special protocol assessment.
Clal Biotechnology Industries Ltd. (“CBI”) beneficially owned 35.0%1,549 ADSs of the Company’s ordinary shares prior to our initial public offeringCompany issuable upon the exercise of options, as reported by Mr. Neil Cohen on Form 4 filed with the SEC on March 26, 2021 and 23.6%April 21, 2021.
(8) Represents 51,167 ADSs of the Company’s ordinary shares afterCompany issuable upon the offering. CBI purchased 326,085 ordinary shares, representedexercise of options, as reported by 65,217 ADSs, in the offering. In connectionMr. Arnon Aharon on Form 3 filed with the closingSEC on March 25, 2021.
(9) Includes 47,938 ADSs of our initial public offering, as a result of triggering price protection rights, CBI became entitled to be issued 1,804,109 ordinary shares and warrants representing 1,355,111 ordinary shares. Access Industries Holdings LLC (“Access Industries”) purchased 6,521,735 ordinary shares, represented by 1,304,347 ADSs, in the initial public offering. Following the offering, Access Industries beneficially owned 40.3% of the Company’s ordinary shares.

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Clal Industries Ltd. owns 47% of the outstanding shares of, and controls CBI. The remaining 53% of CBI’s outstanding shares are publicly-held and listed on the TASE. Clal Industries Ltd. is wholly-owned by Access AI Ltd., which is owned by AI Diversified Holdings S.à r.l., which is owned by AI Diversified Parent S.à r.l., which is owned by AI Diversified Holdings Limited (“AIDH Limited”). AI SMS L.P. (“AI SMS”) owns a majority of the equity of AIDH Limited. Access Industries owns a majority of the equity of AI SMS, and Access Industries, LLC (“LLC”) holds a majority of the outstanding voting interests in Access Industries Holdings (“AIH”). Access Industries Management, LLC (“AIM”) controls LLC and AIH, and Len Blavatnik controls AIM.
Upon the consummation of our initial public offering, we entered into an information rights agreement with CBI. The information rights agreement provides CBI with rights to receive our annual and quarterly financial statements, auditor consent letters and valuation reports, and other information reasonably required by CBI to enable it to prepare its financial statements given CBI must, as a public company in Israel, report on its holdings, such as its holdings in the Company. The information rights agreement also requires that we provide CBI with information material to the Company, and mandated66,936 ADSs of the Company issuable upon the exercise of options, as reported by Dr. Stephen Squinto on Form 3 filed with the SEC on March 25, 2021 and Form 4 filed with the SEC on April 21, 2021.
(10) Represents 11,443 ADSs of the Company issuable upon the exercise of options, as reported by Dr. Nissim Darvish on Form 3 filed with the SEC on March 25, 2021 and Form 4 filed with the SEC on April 21, 2021.
(11) Represents 1,320 ADSs of the Company issuable upon the exercise of options, as reported by Mr. Joel Maryles on Form 4 filed with the SEC on April 21, 2021.
(12) Represents 1,320 ADSs of the Company issuable upon the exercise of options, as reported by Dr. Alan Moses on Form 4 filed with the SEC on April 21, 2021.
(13) Represents 1,320 ADSs of the Company issuable upon the exercise of options, as reported by Dr. Claude Nicaise on Form 4 filed with the SEC on April 21, 2021.

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EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth the names and ages of the current directors and executive officers:
NameAgePositions Held
Stephen Squinto†
64Chairman of the Board
Adi Mor*          40Chief Executive Officer, Chief Scientific Officer and Director
Nissim Darvish†
56Director
Joel Maryles†
61Director
Alan Moses†
73Director
Claude Nicaise†
68Director
Neil Cohen†
57Director
Arnon Aharon*          52Chief Medical Officer
Sigal Fattal*          50Chief Financial Officer
*          Executive Officer
†          Independent Director
Stephen Squinto, Ph.D. has served on our board of directors as chairman since March 16, 2021. Dr. Squinto is a Partner at OrbiMed Advisors LLC, an investment firm, and has also served as acting Head of Research and Development of SpringWorks Therapeutics, Inc. Dr. Squinto currently serves on the boards of directors of Compass Therapeutics Inc., SpringWorks Therapeutics, Inc., VectivBio Holding AG, and several private companies. Dr. Squinto also previously served on the boards of directors of 89Bio, Inc., Arvinas, Inc., Audentes Therapeutics, Inc., Gemini Therapeutics Inc., and Passage Bio Inc. Previously, Dr. Squinto co-founded Alexion Pharmaceuticals, a biotechnology company, and served as its Executive Vice President and Chief Global Operations Officer from 2012 to be disclosed byJanuary 2015 and as its Global Head of Research and Development from 2007 to 2012. Dr. Squinto holds a Ph.D. in biochemistry and biophysics and a B.A. in chemistry from Loyola University of Chicago. We believe Dr. Squinto is qualified to serve as a director due to his extensive experience as an entrepreneur and investor in the requirements applicablelife sciences industry and his service on the boards of other public and private biopharmaceutical and biotechnology companies.
Adi Mor, Ph.D. is the co-founder of Chemomab Ltd. and served as Chemomab Ltd.’s Chief Executive Officer, Chief Scientific Officer and a member of Chemomab Ltd.’s board of directors from its formation in 2011 until the merger that was consummated on March 16, 2021 (the “Merger”), and has continued to CBI under Israeli law,serve in those capacities for our company following the Merger. Dr. Mor has in-depth knowledge in immunology focusing on rare diseases and broad experience in designing, developing and patenting a novel class of monoclonal antibodies to treat inflammatory and fibrotic diseases. Dr. Mor received her Ph.D. in immunology from Tel Aviv University in the Department of Neurobiochemistry in Israel and is the lead author of numerous scientific journal publications in immunology and inflammatory disorders.
Nissim Darvish, M.D., Ph.D. has served on our board of directors since March 16, 2021. Dr. Darvish is a Venture Partner at OrbiMed Israel, an investment firm. Dr. Darvish currently serves as a director of several private companies. Dr. Darvish previously served as a member of the boards of directors of 9 Meters Biopharma Inc. and Medigus Ltd. Previously, Dr. Darvish was employed at Pitango Venture Capital, where he was a General Partner managing life sciences investments. He was also the founder and CEO of Impulse Dynamics, where he culminated in a $250 million realization event. Dr. Darvish obtained his M.D. and Ph.D. in Biophysics and Physiology from the Technion in Israel, and subsequently conducted his post-doctoral research at NIH. He has published over 100 patents and authored over 20 publications. We believe that Dr. Darvish is qualified to serve on our board of directors based on his roles on several public and private boards of directors as well as certain other material information of the Company. The information rights agreement contains customary confidentiality provisions. Through the information rights agreement, CBIhis extensive experience in investing in healthcare companies.

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Joel Maryles has had the opportunity to request additional materials from the Company, which right it has not exercised, beyond receiving periodic financial statements.
Suspension of Inodiftagene
As discussed above, we previously discovered and developed a biologic agent, inodiftagene vixteplasmid, designed to improve the standard of care for early stage bladder cancer. Inodiftagene is a gene therapy designed and formulated to deliver a toxic gene in a targeted manner to bladder cancer cells. We had developed this gene therapy in six clinical trials in pancreatic cancer, ovarian cancer, and bladder cancer. Basedserved on these preliminary clinical studies, we determined to test this product candidate in a clinical trial designed as the basis for potential regulatory approval. This clinical trial, the Codex trial, was initiated in December 2018, enrolling patients through the following year.
In November 2019, we discontinued the Codex study. After a thorough analysis of the data, we determined that there was a low probability of surpassing the pre-defined futility threshold at the planned interim analysis, which required 10 complete responses in 35 patients. As of November 14, 2019, 16 patients were evaluable after the first disease assessment on treatment. Three patients (19%) had experienced a complete response. The data also indicated a low probability of achieving an efficacy profile that in our estimation would be necessary to support regulatory approval. Our board of directors approvedsince March 16, 2021. Mr. Maryles currently serves on the termination of the program based on our assessment that the observed preliminary efficacy of inodiftagene in bladder cancer was insufficient to support approval.
Collaboration Agreement with ADT Pharmaceuticals
In parallel to advancing the inodiftagene program, our corporate goals for 2019 called for expanding our pipeline of product candidates, and we sought to develop or acquire small molecule anti-cancer therapeutics. We performed an extensive search of assets available for licensing or acquisition, led by LifeSci Advisors, that would fit with our vision and have substantial promise for successful clinical development and significant impact for cancer patients. On September 20, 2019, we entered into a collaboration and license agreement (the “Collaboration Agreement”) with ADT Pharmaceuticals, LLC (“ADT”). Pursuant to the terms and conditions set forth in the Collaboration Agreement, we agreed to use commercially reasonable efforts to conduct research and development activities of two novel small-molecule inhibitors (“Compounds”) that separately inhibit the pan-RAS and PDE10/​β-catenin pathways under the oversight of a joint steering committee. As part of the arrangement, we agreed to be primarily responsible for the research, development, manufacturing and regulatory activities, and ADT agreed to assist with the research activities, as necessary, in exchange for a quarterly fee from us.
In connection with the Collaboration Agreement, ADT also granted us an exclusive option to research, develop, manufacture and commercialize Compounds relating to patents owned by ADT and any products containing such Compounds worldwide (the “Option”). In consideration for the rights granted under the Collaboration Agreement, we agreed to pay ADT (i) a $3 million upfront fee; (ii) a fee upon exercise of the

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Option; and (iii) milestone payments with respect to the development and commercialization of any products containing the Compounds. In addition, we agreed to pay ADT royalties ranging in the low- to mid-single digit percentage on sales of any products containing the Compounds. We may terminate the Collaboration Agreement at any time in its entirety or on a compound-by-compound basis after providing 90 days written notice to ADT. Our board of directors unanimously approved entry intoand as the Collaboration Agreement.Chairman of Remuneration Committee of Jefferies International Ltd., since 2016. Mr. Maryles previously served on the board of directors of Radware Ltd. (NASDAQ: RDWR), from 2014 to 2020 and from 2014 to 2016, on the board of directors of EZchip Semiconductor Ltd., which was acquired by Mellanox Technologies in 2016. From 2015 to 2018, Mr. Maryles was a Partner at OurCrowd and from 2007 to 2012, he served as a Portfolio Manager at T-Cubed Investments, which he founded. Prior to that, Mr. Maryles served as a Managing Director in the Investment Banking division of Citigroup, Israel and of Furman Selz. Mr. Maryles holds a Bachelor of Science in Mechanical Engineering from the University of Illinois and an MBA from the University of Chicago, Illinois.
Changes
Alan Moses, MD, FACP has served on our board of directors since March 16, 2021. Dr. Moses is board certified by the ABIM with subspecialty certification in Endocrinology and Metabolism and is a Fellow of the American College of Physicians. Dr. Moses currently serves on the board of directors of BioFabUSA, since 2018. Prior to that time, from 2008 to 2018, Dr. Moses served as the Global Chief Medical Officer of Novo Nordisk A/S (CPH: NOVO-B), which he joined in 2004. Dr. Moses served as a Professor of Medicine at Harvard Medical School from 2002 to 2006, and in collaboration with MIT, he co-founded and co-directed the Clinical Investigator Training Program, which focused on training physician-scientists in translational research. Dr. Moses previously served as the Senior Vice President and Chief Medical Officer of the Joslin Diabetes Center, from 1998 to 2004. Dr. Moses holds a BS from Duke University, North Carolina and an MD from Washington University School of Medicine, Missouri.
Claude Nicaise, MD has served on our board of directors since March 16, 2021. Dr. Nicaise is a physician with extensive US and international experience in clinical drug development, strategic management, worldwide regulatory strategy, pharmaceuticals, biotechnology, including clinical cancer research, infectious diseases and neuroscience. Dr. Nicaise is the owner and founder of Clinical Regulatory Services, which provides consulting services to the Compositionlife science and biotechnology industry in support of all aspects of clinical and regulatory development. Dr. Nicaise currently serves on the Boardboard of Directors
On October 24, 2019, Dr. Stephen Hoffman resigneddirectors and as the Chairman of the Board. In submitting his resignation, Dr. Hoffman did not express any disagreement on any matter relating to the operations, policies or practicesCompensation Committee of the Company.
On November 11, 2019, Mr. Ofer Gonen was appointed to the Board following his request, and the consideration of his candidacy by the Nominating and Governance Committee and the Board.
On December 31, 2019, Mr. Robert Connelly resigned from the Board. In submitting his resignation, Mr. Connelly did not express any disagreement on any matter relating to the operations, policies or practices of the Company.
On February 7, 2020, Ms. Efrat Makov resigned from the Board. In submitting her resignation, Ms. Makov did not express any disagreement on any matter relating to the operations, policies or practices of the Company.
Special Meeting Letter
On December 27, 2019, we received a letter from CBI demanding that the Board immediately convene a special general meeting of the shareholders of the Company (the “Demand Letter”). The Demand Letter specified that the agenda for the special general meeting should include resolutions to change the composition of the Board. On December 29, 2019, CBI formally withdrew the Demand Letter. In connection with the withdrawal, CBI requested that the Board convene the Annual MeetingSarepta Therapeutics, Inc. (NASDAQ: SRPT), since 2015, as promptlywell as practicable to consider the matters outlined in the Demand Letter. CBI has indicated its support for the election of each of the Board nominees named in this proxy statement. CBI has further indicated its support for the Board decision to advance the preclinical development of the Company’s pan-RAS inhibitor program discussed below while seeking to identify financing and strategic opportunities for the Company. These opportunities may include, but are not limited to, a licensing or collaboration agreement involving the pan-RAS inhibitor program and/or the Company’s other in-licensed compound, a potential monetization transaction or a merger or other strategic transaction.
Business Strategy
Our priority is the development of our pan-RAS-inhibitor program. This program targets oncogenic mutations in the RAS family of genes (KRAS, HRAS, and NRAS), which are present in more than 30% of cancer. RAS plays a pivotal role in signal transduction pathways leading to tumor cell proliferation and survival. Our program has identified novel indene-based small molecules that exhibit potent and selective inhibition of activated RAS signaling regardless of isoform or mutation, or pan-RAS inhibition. We are undertaking additional structural studies and medicinal chemistry to identify a clinical lead compound. The Board unanimously approved our budget for fiscal year 2020 to advance the identification and development of such a compound. We anticipate that we will identify a clinical development lead compound in the next 12 to18 months, followed by 12 months of Investigational New Drug application-enabling studies. We believe this will allow us to initiate our first in human trial in 2022.
On January 20, 2020, the Board approved management’s recommendation to close our office and laboratories located in Israel. The decision to close the office and laboratories in Israel was made primarily due to the discontinuation of the Codex study and is consistent with management’s stated intention of focusing our resources on the pan-RAS and PDE10/​ß-catenin programs. We expect the closure process to conclude by April 30, 2020.

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On February 26, 2020, the Board determined to advance the preclinical developmentboard of our pan-RAS inhibitor program while seeking to identify financing and strategic opportunities for the company. The opportunities may include, but are not limited to, a licensing or collaboration agreement involving the pan-RAS inhibitor program and/or our other in-licensed compound, a potential monetization transaction or a merger or other strategic transaction.

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PROPOSAL 1: ELECTION OF DIRECTORS
Our Articles of Association provide that our Board will consist of not fewer than three and no more than 11 directors. The Board presently consists of seven members. Proposal 1 set forth below includes a proposed Board of eight directors.
Background
Our directors are elected at each Annual General Meeting of Shareholders. We are presenting six nominees for re-election as directors, each of whom is a current member of our Board of Directors, and two nominees for election as new directors at the Annual Meeting. They have been nominated for election by our Board of Directors based on the recommendation of the Corporate Governance and Nominating Committee of our Board of Directors. Dr. Lawrence Howard is not standing for re-election to the Board. If elected, each of the director nominees will hold office until the next annual general meeting, unless his or her office is vacated earlier pursuant to the provisions of our Articles of Association or applicable law.
Subject to the election of the proposed nominees in this Proposal 1, the size of our Board of Directors will be eight directors of whom Mr. Dennison Veru, Ms. Ruth Alon, Mr. Neil Cohen, Mr. Reginald HardyMynoryx Therapeutics, since 2017. Prior to that time, from 2008 to 2014, Dr. Nicaise served as the Senior Vice President of Alexion Pharmaceuticals Inc. (NASDAQ: ALXN), and Mr. Stanislav Polovets qualify as independent directors under the corporate governance standards of the Nasdaq Capital Market (“Nasdaq”) rulesbetween 1984 and the independence requirements of Rule 10A-3 of the Exchange Act.
Under the Companies Law, our Board of Directors must determine the minimum number of directors who are required to have financial and accounting expertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in, and understanding of, business accounting matters and financial statements. Our Board of Directors has determined that we require2008, he held numerous senior management roles at least one director with the requisite financial and accounting expertise and that Mr. Dennison Veru and Ms. Ruth Alon have such expertise.
The nominees, their present principal occupation or employment, the year in which each first became a director of the CompanyBristol Myers Squibb (NYSE: BMY). Dr. Nicaise holds an MD and a brief biography are set forth below. For details about beneficial ownership of our Shares held by any of these nominees, see below under the caption “Security Ownership of Certain Beneficial Owners and Management.” Such information is based upon the records of the Company and information furnished to it by the nominees.
Name​​Age​​Director Since​​Position​
Mr. Dennison Veru(1)​​59​​2016​​Interim Chairman of the Board​
Dr. Frank Haluska​​61​​2016​​Chief Executive Officer and Director​
Ms. Ruth Alon(1)(2)​​68​​2017​​Director​
Mr. Neil Cohen​​56​​N/A​​N/A​
Mr. Ofer Gonen​​46​​2019​​Director​
Mr. Reginald Hardy(2)(3)​​62​​2016​​Director​
Mr. Isaac Kohlberg​​68​​2017​​Director​
Mr. Stanislav Polovets​​56​​N/A​​N/A​
​
degree in Internal Medicine, Clinical Oncology, from Brussels University, Belgium.
(1)
Member of the Audit Committee.
​
(2)
Member of the Compensation Committee.
​
(3)
Member of the Corporate Governance and Nominating Committee.
​
Dennison (Dan) VeruNeil Cohen has served as a director since August 2016 and is currently the Board’s interim chairman. Mr. Veru is Co-Chairman of Palisade Capital Management, an asset management company, and has been its Chief Investment Officer (Institutional) since 2000, with oversight responsibilities for all of Palisade’s investment strategies that trade publicly-traded securities. Mr. Veru previously held a variety of analytical positions at Drexel Burnham Lambert and later at Smith Barney. From 1992 through 1999, Mr. Veru

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​

was the President and Director of Research at Awad Asset Management and helped oversee the firm’s growth from start-up to more than $1 billion of small-cap institutional and high net worth assets. Prior to Awad, Mr. Veru held a variety of analytical roles at Drexel Burnham Lambert and later at Smith Barney Harris Upham. In addition to his professional responsibilities, Mr. Veru is a member of the Boardour (formerly known as Anchiano Therapeutics Ltd.) board of Overseers of the St. Luke’sdirectors since April 2020 and Roosevelt hospital, a member of the finance committee of the Dwight-Englewood School, and a member of the Board of the McCarton School for autistic children. He is a frequent guest on CNBC, Bloomberg News, Fox News and CNN, and also contributes market opinions to various financial publications. Mr. Veru holds a B.A. in government from Franklin & Marshall College.
Dr. Frank G. Haluska has served as our interim Chief Executive Officer and a director sincefrom October 2016. He most recently served as Chief Medical Officer and Senior Vice President of Clinical R&D at ARIAD Pharmaceuticals, Inc. from 2012 to 2016, where he held overall responsibility for clinical development strategy. At ARIAD he led2020 until the clinical development and approval of ponatinib (marketed as Iclusig) in the United States, European Union and other territories, as well as the development of brigatinib (marketed as Alunbrig) approved in the United States by the FDA. Dr. Haluska graduated from Harvard College and the University of Pennsylvania School of Medicine, earning M.D. and Ph.D. degrees, undertook medical training at Massachusetts General Hospital (“MGH”) and the Dana-Farber Cancer Institute (“DFCI”), and had a fellowship at the Massachusetts Institute of Technology Center for Cancer Research. He became an assistant professor of medicine at Harvard Medical School, and the leaderconsummation of the melanoma research programs at the MGH Cancer Center and the DFCI, through the Dana-Farber Harvard Cancer Center. Subsequently he was deputy director of the Tufts New England Medical Center Cancer Center. He also is a graduate of the United States Air War College, and is a Colonel in the United States Air Force Reserve.
Ruth Alon has served as a director since September 2017. Ms. Alon is the founder and Chief Executive Officer of Medstrada Israel, a venture capital fund focusing on food and nutrition technologies. Between 1997 and 2016, Ms. Alon served as a general partner of Pitango Venture Capital. Prior to her tenure at Pitango, Ms. Alon held senior positions with Montgomery Securities from 1981 to 1987, Genesis Securities, LLC from 1993 to 1996, and Kidder Peabody & Co. from 1987 to 1993, as well as managing her own medical device consulting business in San Francisco from 1995 to 1996. Ms. Alon was the founder and chairperson of Israel Life Science Industry, a not-for-profit organization then representing the mutual goals of approximately 700 Israeli life science companies. She is also the co-founder of IATI, Israel Advanced Technology Industries, an umbrella organization for high-tech and life sciences companies in Israel. She has a B.A. in economics from The Hebrew University of Jerusalem, Israel and an M.B.A. from Boston University.
NeilMerger. Mr. Cohen has served as the Chairman and Chief Executive Officer of Castel Partners Ltd. since January 2012. In 1994, he co-founded Israel Seed Partners, a leading venture capital firm, and managed the firm until 2019. Mr. Cohen has invested in and served on the boards of directors of many private technology companies, including a large number which were acquired or completed successful initial public offerings, including Compugen (Nasdaq: CGEN), Shopping.com (Nasdaq: SHOP, acquired by EBAY), Broadlight (acquired by Broadcom, Nasdaq: AVGO) and Cyota (acquired by RSA). He is a venture partner at SKY, an Israeli middle-market private equity firm, at Hetz Ventures Management Ltd., an early-stage Israeli venture capital fund, and Shavit Capital. Mr. Cohen was previously the Business Editor of The Jerusalem Post and began his career in the private equity group at N M Rothschild & Sons Limited in London. Mr. Cohen received a B.A. and M.A., in Oriental Studies, with first class honors, from Oxford University. Our Board of Directors believes that Mr. Cohen’s extensive experience in the finance and investment industry qualifies him to serve on our Board of Directors.
Ofer GonenArnon Aharon, M.D. has served as a director sinceChemomab Ltd.’s Chief Medical Officer from January 2018 until the Merger and has continued in that capacity for our company following the Merger. Prior to his promotion, Dr. Aharon served as Chemomab’s Head of Clinical Development from December 2016 to December 2017. Prior to joining Chemomab, from January 2014 to November 2019. He is the2016, Dr. Aharon served as Chief ExecutiveMedical Officer of CBI,at BioLineRx Ltd., a company thatlisted on Nasdaq and The Tel Aviv Stock Exchange, where he directed the oncology and immunology pipeline. Dr. Aharon also served at multiple senior management positions at biotechnology companies, including Pharmos Ltd., a company listed on Nasdaq and The Tel Aviv Stock Exchange, Thrombotech Ltd., and LycoRed Ltd. Dr. Aharon is publicly traded in Israel and which holds approximately 23.57% of the outstanding shares of the Company. Mr. Gonen has served as the Chief Executive Officer of CBI since 2016, having served previously as a Vice President since 2003. He serves as a director of MediWound Ltd. (Nasdaq: MDWD), Gamida Cell Ltd. (Nasdaq: GMDA) and several other companies. Previously, Mr. Gonen served as the general manager of Biomedical Investments and as a partner at Arte Venture Group. Mr. Gonen also previously served as a member of several industry advisory groups and provides consulting services to biotechnology companies and academic institutions. Dr. Aharon received his M.D. from the Company’s boardUniversity of directorsTel Aviv in Israel.

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Sigal Fattal served as Chemomab Ltd.’s interim Chief Financial Officer from 2015October 2020 until the Merger and has continued in that capacity for our company following the Merger. Prior to 2017. Mr. Gonenjoining Chemomab Ltd., from March 2017 to December 2019, Ms. Fattal served as Chief Financial Officer at BiomX (NYSE American: PHGE), a clinical stage microbiome product discovery company. Prior to joining BiomX, Ms. Fattal served as Chief Financial Officer at Evogene (Nasdaq and TASE: EVGN), a computational biology company, from 2013 to 2016. Prior to that time, Ms. Fattal served in multiple financial and operational executive roles in various companies. Ms. Fattal also currently serves as co-founder of Simbiz, which was started in September 2020 and which offers one-stop-shop corporate services to startup companies. Ms. Fattal is a certified CPA (Isr.), and holds a B.Sc.BA in Physics, MathematicsAccounting and Chemistry from the Hebrew University of JerusalemEconomics, and an M.A. in Economics and FinanceMBA, both from Tel Aviv University.

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​

Reginald Hardy has served as a director since August 2016. Mr. Hardy is the co-founder and Chairman of Brickell Biotech, Inc. (“Brickell”), a pharmaceutical company focused on developing novel drugs for the treatment of skin diseases. Mr. Hardy served as Brickell’s Chief Executive Officer from inception in 2009 through 2018. Prior to Brickell, he was the co-founder and President of Concordia Pharmaceuticals, Inc., an oncology drug development company acquired by Kadmon Corporation in 2011. From 1992 to 1998, he was a co-founder and the president of SANO Corporation, a pharmaceutical company focused on the development of novel transdermal drug delivery systems, that was acquired by Elan Corporation in 1998. Prior to SANO, Mr. Hardy held various corporate roles with IVAX Corporation, Key Pharmaceuticals, and Hoechst-Roussel Pharmaceuticals, Inc. He earned his B.S. in pharmacy from the University of North Carolina, Chapel Hill and an M.B.A. from the University of North Carolina, Greensboro.
Isaac Kohlberg has served as a director since February 2017. He is the Senior Associate Provost and Chief Technology Development Officer at Harvard University. Previously, he was Chief Executive Officer of the Tel Aviv University Economic Corporation and Chief Executive Officer of RAMOT at Tel Aviv University, a technology transfer company. He served as Vice President at New York University Medical Center and Vice Provost of New York University. He also served as the Managing Director of Yeda R&D Company of the Weizmann Institute of Science. Mr. Kohlberg serves on the board of directors of CBI and Elicio Therapeutics, a privately-held biotechnology company of which CBI is a substantial shareholder. Mr. Kohlberg received a diploma in French cultural and historical studies from the University of Strasbourg, an M.B.A. from INSEAD and an LL.B. from Tel Aviv University.
Stanislav Polovets co-founded and serves as the chairman and Chief Executive Officer of the Genesis Prize Foundation since January 2013. Mr. Polovets served as the Lead Director of the Advisory Board of L1 Energy from March 2013 to December 2019, as Regional Chairman of Edelman from 2014 to 2017, and as Lead Non-Executive Director of Clal Industries from 2014 to December 2019. He was CEO of the AAR Consortium, a private equity group with interest in the energy industry. He was a memberComposition of the Board of Overseers of Stanford University’s Hoover Institution (2014-2019), and serves on the NYU President’s Global Council, NYU Tandon School of Engineering Board of Overseers, and the Council on Foreign Relations. He is a graduate of Stanford Business School and has an M.A. from Stanford University in Russian and East European Studies. Our Board of Directors believes that Mr. Polovets’ professional experience focused on executed long-term business development objectives qualifies him to serve on our Board of Directors.
Proposed Resolution
It is proposed that the following resolution be adopted at the Annual Meeting:
“RESOLVED, that each of Mr. Dennison Veru (interim chairman), Dr. Frank G. Haluska, Ms. Ruth Alon, Mr. Ofer Gonen, Mr. Reginald Hardy and Mr. Isaac Kohlberg be reelected, and each of Mr. Neil Cohen and Mr. Stanislav Polovets be elected, to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”
Required Vote
The affirmative votemembers of the holders of a majority of the ordinary shares present, in person or by proxy, and voting on the matter, is required for the approval of the election of each nominee.
Board Recommendation
Our Board of Directors recommends a vote FOR the approval of each of the proposed nominees for re-election.

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The following discussion and analysis contains statements regarding the Company’s corporate governance policies and the director nominees of the Board.
CORPORATE GOVERNANCE
Board of Directors
The Board presently consists of seven directors. Under our Articles of Association, our board of directors must consistare appointed to three staggered director classes, which are as follows:
Class I consists of not less than threeStephen Squinto, Nissim Darvish and no more than 11 directors. Joel Maryles, each with a term expiring at the 2022 annual meeting of shareholders.
Class II consists of Neil Cohen and Claude Nicaise, each with a term expiring at the 2023 annual meeting of shareholders.
Class III consists of Adi Mor and Alan Moses, each with a term expiring at the 2024 annual meeting of shareholders.
The Board proposes thatdivision of our board of directors consistinto three classes with staggered three-year terms may delay or prevent a change of eight directors. Pursuant to our Articlesmanagement or a change of Association, the vote required to appoint a director is a simple majority vote of holderscontrol of our voting shares participatingcompany.
Director Independence
Based upon information requested from and voting at the relevant meeting.
In addition,provided by each director concerning their background, employment and affiliations, including family relationships, our Articles of Association allow our board of directors to appoint new directors to fill vacancies which occurred for any reason or as additional directors, provided that the number of board members shall not exceed the maximum numbers of directors mentioned above. The appointment of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of his or her tenure in accordance with our Articles of Association. Our board of directors may continue to operate for as long as the number of directors is not less than the minimum number of directors mentioned above.
In addition, under the Companies Law, our board of directors must determine the minimum number of directors who are required to have financial and accounting expertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and financial statements. He or she must be able to thoroughly comprehend the financial statements of the company and initiate discussion regarding the manner in which financial information is presented. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we require at least one directoreach of the directors is independent as defined under Nasdaq listing standards, with the requisite financialexception of Dr. Mor. Our board of directors also determined that Nissim Darvish and accounting expertiseNeil Cohen, who comprise the compensation committee and Neil Cohen and Joel Maryles, who comprise the corporate governance and nominating committee, all satisfy the independence standards for such committees established by the SEC and Nasdaq listing standards, as applicable. With respect to the Audit Committee, our board of directors has determined that Joel Maryles, Alan Moses and Claude Nicaise satisfy the independence standards for such committee established by Rule 10A-3 under the Exchange Act, the SEC and Nasdaq listing standards, as applicable, and that Ms. Ruth Alon has such expertise.
CommitteesJoel Maryles is a financial expert under the rules of the SEC. The board of directors considered the relationships between such directors and certain of the investors of the Registrant and determined that such relationships did not affect such directors’ independence under the standards of Nasdaq, or, where applicable, under SEC rules.
Board of DirectorsCommittees
Our board of directors has established three standing committees to assist it in fulfilling its responsibilities to the following committees: anRegistrant and its shareholders: the audit committee, athe compensation committee and athe corporate governance and nominating committee. Each committee operates in accordance withacts pursuant to a written charter, that sets fortheach of which has been posted in the committee’s structure, operations, membership requirements, responsibilities and authority“Investor Relations” section of Chemomab’s website accessible at www.chemomab.com. Each committee reviews its charter on an annual basis. In addition to engage advisors.the three standing committees, our board of directors may approve from time to time the creation of other committees to assist the board in carrying out its duties.
Audit Committee
Under the Companies Law, the Exchange Act and Nasdaq rules, we are required to establish an Audit Committee.
The responsibilitiesfunctions of an Audit Committeethe audit committee under the Companies Law include identifying and addressing flaws in the business management of the company,Company, reviewing and approving related party transactions, establishing whistleblower procedures, overseeing the company’sour internal audit system and the performance of its internal auditor, and assessing the scope of the work and recommending the fees of the company’sour independent accounting firm. In addition, the Audit Committeeaudit committee is required to determine whether certain related party actions and transactions are “material” or “extraordinary” for the purpose of the requisite approval procedures under the Companies Law and to establish procedures for considering proposed transactions with a controlling shareholder.
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In accordance with U.S. lawfederal securities laws and Nasdaq requirements, our Audit Committeeaudit committee is also responsible for the appointment, compensation and oversight of the work of ourits independent auditors and for assisting ourthe board of directors in monitoring our financial statements, the effectiveness of our internal controls and our compliance with legal and regulatory requirements.

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Under the Companies Law and related regulations, the Audit Committee must consist of at least three directors who meet certain independence criteria. Under the Nasdaq rules, we are required to maintain an Audit Committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. Each of theThe members of the Audit Committeeaudit committee are Joel Maryles, Alan Moses and Claude Nicaise. Joel Maryles is required to be “independent” as such termthe chairperson of the audit committee and is defined in Rule 10A-3(b)(1)a financial expert under the Exchange Act.
Our Audit Committee currently consists of Mr. Lawrence Howard, Ms. Ruth Alon and Mr. Dennison Veru. Allrules of the members are independent as defined in the Companies Law, SEC rules and Nasdaq listing requirements.SEC. Our board of directors has determinedconcluded that all membersthe composition of our Audit Committee meetthe audit committee meets the requirements for financial literacyindependence under the applicable rules and regulations of the SECNasdaq and the Nasdaq rules. Our board of directors has determined that Mr. Veru is an Audit Committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq rules.SEC.
Compensation Committee
Under both the Companies Law and Nasdaq rules, we are required to establish a Compensation Committee.
The responsibilitiesfunctions of a Compensation Committeethe compensation committee under the Companies Law include recommending to the board of directors, for ultimate shareholder approval by a special majority, a policy governing the compensation of directors and officers based on specified criteria, reviewing modifications to and implementing such compensation policy from time to time, and approving the actual compensation terms of directors and officers prior to approval by the board of directors.
The Companies Law and related regulations require the appointment of a Compensation Committee that complies with the requirements of Nasdaq. Under Nasdaq rules, we are required to maintain a Compensation Committee consisting of at least two independent directors; each of the members of the Compensation Committeecompensation committee are Nissim Darvish and Neil Cohen. Nissim Darvish is required to be independent under Nasdaq rules relating to Compensation Committee members, which are different from the general test for independence of board and committee members. Our Compensation Committee currently consists of Ms. Ruth Alon and Mr. Reginald Hardy. Bothchairperson of the members arecompensation committee. Our board of directors has determined that each member of the compensation committee is independent as defined inwithin the Companies Lawmeaning of the independent director guidelines of Nasdaq and under Rule 10C-1 under the Nasdaq listing requirements.Exchange Act.
Corporate Governance and Nominating Committee
We have established a Corporate Governance
The corporate governance and Nominating Committee, responsible for making recommendationsnominating committee evaluates and recommends to the board of directors regarding candidatesnominees for directorshipseach election of directors and the sizehelps oversee our regulatory and compositioncompliance matters.
The members of the board. In addition,corporate governance and nominating committee are Neil Cohen and Joel Maryles. Neil Cohen is the chairperson of the corporate governance and nominating committee. Our board of directors has determined that each member of the corporate governance and nominating committee is responsible for overseeing our corporate governanceindependent within the meaning of the independent director guidelines of Nasdaq.

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EXECUTIVE COMPENSATION
Director Compensation
Chemomab currently pays its independent, non-employee Chairman of the Board annual director fees of $65,000 and reportinggrants to him options from time to time.
Chemomab Executive Compensation
The aggregate amounts of salaries, consulting and making recommendationsdirector fees, pension, retirement and other similar benefits, and share-based compensation, that were payable to Chemomab Ltd.’s executive officers and directors and/or to their respective affiliates in respect of employment, consulting and directorship agreements and arrangements (which includes other amounts described in the “Director and Officer Compensation” section of Amendment No. 1 to the board concerning corporate governance matters. UnderRegistration Statement on Form S-4, filed with the Companies Law, nominationsSEC on February 10, 2021 and which is incorporated by reference herein) during the year ended December 31, 2020 is set forth in the below table. The table does not include any amounts that Chemomab paid to reimburse any of such persons for director may also, under certain circumstances, be made by shareholderscosts incurred in providing it with services during that period.
(in thousands) Salary, Fees
and Related
Benefits		  Pension,
Retirement
and
Other Similar
Benefits		  Share Based
Compensation		 
All directors and senior management as a group, consisting of 6 persons $671  $78  $91 
Chemomab compensates its directors and senior management team in accordance with the conditions prescribed by applicable lawrecommendation of its compensation committee and, our Articles of Association. Our Corporate Governance and Nominating Committee currently consists of Mr. Reginald Hardy, who is independent as defined in the Nasdaq listing requirements.
Internal Auditor
Under the Companies Law, the board of directors is required to appoint an internal auditor recommended by the Audit Committee. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with applicable law and proper business procedures. The internal auditor may not be an interested party, a director or an officer of the company, or a relative of any of the foregoing, nor may the internal auditor be our independent accountant or a representative thereof. Mr. Joseph Ginossar, CPA, who is the chief executive officer of Fahn Kanne Control Management Ltd. (the Business Risk Services division of Grant Thornton Israel), currently serves as our internal auditor.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that includes provisions ranging from restrictions on gifts to conflicts of interest. All of our employees and directors are bound by this Code of

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Business Conduct and Ethics. Violations of our Code of Business Conduct and Ethics may be reportedgenerally, subject to the Audit Committee. The Code of Business Conduct and Ethics includes provisions applicable to all of our employees, including senior financial officers and members of our Board of Directors and is posted on our website. We intend to post amendments to or waivers from any such Code of Business Conduct and Ethics.

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The following discussion and analysis contains statements regarding the security ownership of certain shareholders of the Company, the Board nominees and our named executive officers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership by all shareholders who, to our knowledge, own beneficially more than 5% of our ordinary shares as of March 27, 2020:
​​​Number of
Ordinary
Shares
Beneficially
Owned		​​Percentage of
Outstanding
Ordinary
Shares		​
Clal Biotechnology Industries Ltd.(1)
​​​​9,307,662​​​​​23.57%​​
Shavit Capital Funds(2)
​​​​8,868,546​​​​​21.67%​​
Access Industries Holdings LLC(3)
​​​​15,829,397​​​​​40.08%​​
Edgewater Partner Holdings Ltd.(4)
​​​​1,923,075​​​​​5.18%​​
Palisade Medical Equity I, LP(5)
​​​​1,882,700​​​​​5.07%​​
​
(1)
The beneficial ownership is based in part on the latest available filing made with the SEC on Schedule 13D on January 13, 2020 and consists of 6,911,165 ordinary shares and warrants to purchase 2,396,469 ordinary shares. To the best of our knowledge, Clal Industries Ltd. owns 47% of the outstanding shares of, and controls CBI (TASE: CBI). The remaining 53% of CBI’s outstanding shares are publicly-held and listed on the TASE. Clal Industries Ltd. is wholly owned by Access AI Ltd., which is owned by AI Diversified Holdings S.à r.l., which is owned by AI Diversified Parent S.à r.l., which is owned by AIDH Limited. AI SMS owns a majority of the equity of AIDH Limited. AIH owns a majority of the equity of AI SMS, and LLC holds a majority of the outstanding voting interests in AIH. AIM controls LLC and AIH, and Len Blavatnik controls AIM. The address of each of Clal Industries Ltd. and CBI is Triangle Tower, 3 Azrieli Center, Tel Aviv 67023, Israel and the address of each of foregoing other than Clal Industries Ltd. and CBI is 40 West 57th Street, 28th Floor, New York, NY 10019.
​
(2)
The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13G on December 31, 2019 and consists of 6,911,166 ordinary shares and warrants to purchase 2,396,496 ordinary shares. Gabriel Capital Management Ltd. (“GCM”) is the management company to Shavit Capital Fund III (US), L.P. (“Shavit III”), which holds 3,056,305 of the aforementioned ordinary shares and warrants to purchase 2,314,286 ordinary shares, and certain other affiliated funds (collectively with Shavit III, the “Shavit Funds”). Gabriel Leibler is the sole shareholder of the sole shareholder of GCM. Decisions regarding the voting and disposition of securities held by the Shavit Funds are subject to approval by certain internal investment committees comprising three or more individuals, of which Mr. Leibler is a member. As of December 31, 2019, other Shavit Funds held in the aggregate 1,977,845 ordinary shares and warrants to purchase 1,520,110 ordinary shares. GCM may be deemed to beneficially own such securities held by the Shavit Funds. To the best of our knowledge, the general partner of Shavit III and Shavit Capital Fund 3 (Israel), L.P. is Shavit Capital Fund 3 GP, L.P., which is managed by Shavit Capital Management 3 (GP) Ltd. in its capacity as the general partner. The general partner of Shavit Capital Fund IV (US), L.P. and Shavit Capital Fund 4 (Israel), L.P. is Shavit Capital Fund 4 GP, L.P., which is managed by Shavit Capital Management 4 (GP) Ltd. in its capacity as the general partner. The controlling shareholder of Shavit Capital Management 3 (GP) Ltd. and Shavit Capital Management 4 (GP) Ltd. is a company, the controlling shareholder of which is Mr. Leibler. Neil Cohen holds a 3.45% interest in Shavit Capital Fund 3 (Israel), L.P. and a 1.67% interest in Shavit Capital Fund 4 (Israel), L.P. The address of each of the foregoing other than Mr. Leibler and Mr. Cohen is Jerusalem Technology Park, Building 1B, Box 70, Malha, Jerusalem, 96951 Israel. The address of Mr. Leibler is 4a Gidon Street, Jerusalem 9350604 Israel.
​
(3)
The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13D on January 13, 2020 and consists of  (i) the ordinary shares, ADSs and warrants owned directly by CBI
​

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and (ii) 6,521,723 ordinary shares represented by 1,304,347 ADSs owned directly by AIH. For more information on AIH and CBI, see footnote (1) above.
(4)
Consists entirely of ordinary shares. Edgewater Partner Holdings Ltd. is beneficially owned by Mr. Youqiang Yu, and as such, Mr. Yu may be deemed to beneficially own the ordinary shares beneficially owned by Edgewater Partner Holdings Ltd. The shareholder’s business address is c/o Edgewater Partner Holdings Ltd., Novasage Chambers, Level 2, CCCS Building, Beach Road, Apia, Samoa.
​
(5)
The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13D/A on June 26, 2019, and consists of 1,848,200 ordinary shares held by Palisade Medical Equity I, LP (“Palisade”) and 34,500 ordinary shares held by Dennison Veru, the managing member, co-chairman and chief investment officer of Palisade Capital Management, L.L.C. (“PCM”), Palisade’s investment manager, and a member and president of Palisade Medical Equity Holdings I, L.L.C. (“PMEH”), Palisade’s general partner. In addition, Mr. Veru is a member of our board of directors. For his updated holdingsdirectors and shareholders. That compensation will generally need to be consistent with the bestterms of our knowledge, see footnote (13) below. Palisade is beneficially owned by Alison Berman, the president and chief executive officer of PCM. As such, Ms. Berman may be deemed to beneficially own the ordinary shares beneficially owned by Palisade. The business address of Ms. Berman and Mr. Veru is c/o Palisade Medical Equity, One Bridge Plaza, Suite 695, Fort Lee, NJ 07024.
​
The following table lists, as of March 27, 2020, the number of our ordinary shares beneficially owned by each of our directors, director nominees and executive officers and our directors, director nominees and executive officers as a group:
​​​Shares Beneficially
Owned		​
Name of Director, Director Nominee and Executive Officer​​Number​​
Percentage(1)
​
Dr. Frank G. Haluska(2)
​​​​1,852,499​​​​​4.76%​​
Jonathan Burgin(3)
​​​​139,287​​​​​*​​
Dr. David Kerstein(4)
​​​​127,500​​​​​*​​
Dr. Ron Knickerbocker(5)
​​​​85,313​​​​​*​​
Dr. Michal Gilon Ohev-Zion(6)
​​​​48,014​​​​​*​​
Sean Daly(7)
​​​​34,073​​​​​*​​
Salar Roshan​​​​—​​​​​—​​
Ruth Alon(8)
​​​​18,578​​​​​*​​
Ofer Gonen(9)
​​​​—​​​​​—​​
Reginald L. Hardy(10)
​​​​18,335​​​​​*​​
Dr. Lawrence Howard(11)
​​​​95,260​​​​​*​​
Isaac T. Kohlberg(12)
​​​​18,335​​​​​*​​
Dennison T. Veru(13)
​​​​2,001,035​​​​​5.39%​​
Neil Cohen(14)
​​​​107,044​​​​​*​​
Stanislav Polovets(15)
​​​​—​​​​​—​​
All directors, director nominees and executive officers as a group (14 persons)​​​​2,715,408​​​​​
6.88%
​​
​
*
Represents beneficial ownership of less than one percent (1%).
​
(1)
Percentage ownership based on 37,099,352 ordinary shares outstanding as of March 27, 2020.
​
(2)
The beneficial ownership is basedcompensation policy, which will require periodic approval, in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of 62,112 ordinary shares, warrants to purchase 47,931 ordinary shares, and options to purchase 562,782, 143,458, 21,484, 909,203 and 422,090 ordinary shares exercisable within 60 days of March 27, 2020, with respective exercise prices of  $2.60, $2.90, $2.90, $3.67 and $1.03. These options expire respectively on December 18, 2026, May 10, 2027, July 19, 2027, June 28, 2028 and May 20, 2029.
​

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​

(3)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of options to purchase 3,533, 4,504, 6,000, 100,000 and 226,000 ordinary shares exercisable within 60 days of March 27, 2020 with respective exercise prices of NIS 246.27, NIS 23.44, NIS 12.10. NIS 9.10 and $1.03. These options expire on September 26, 2021, May 10, 2024, April 28, 2025, September 9, 2027 and July 2, 2029. However, Mr. Burgin will not be an executive officer of the Company as of May 1, 2020, and any unexercised options are expected to expire in accordance with his options allocation agreements.
​
(4)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists entirely of options to purchase ordinary shares exercisable within 60 days of March 27, 2020, with an exercise price of  $2.94. These options expire on December 29, 2028.
​
(5)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists entirely of options to purchase 47,813 and 37,500 ordinary shares exercisable within 60 days of March 27, 2020, with respective exercise prices of  $4.00 and $1.03. These options expire on March 4, 2028 and May 20, 2029, respectively.
​
(6)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of options to purchase 236, 1,766, 2,252, 3,000, 27,500 and 13,260 ordinary shares exercisable within 60 days of March 27, 2020, with respective exercise prices of NIS 242.03, NIS 86.62, NIS 23.44, NIS 12.10, NIS 9.10 and $1.03. These options expire on March 6, 2021, April 20, 2023, May 10, 2024, April 28, 2025, September 9, 2027 and May 20, 2029, respectively. However, Dr. Gilon will not be an executive officer of the Company as of May 1, 2020, and any unexercised options are expected to expire in accordance with her options allocation agreements.
​
(7)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of options to purchase 25,313 and 8,760 ordinary shares exercisable within 60 days of March 27, 2020, with respective exercise prices of  $4.00 and $1.03. These options expire on March 4, 2028 and May 20, 2029, respectively.
​
(8)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of options to purchase 243 and 18,335 ordinary shares exercisable within 60 days of May 27, 2020, with respective exercise prices of NIS 9.10 and $1.03. These options expire on September 9, 2027 and July 2, 2029, respectively.
​
(9)
Mr. Gonen serves as the Chief Executive Officer of CBI. See “Security Ownership of Certain Beneficial Owners and Management” for the number of ordinary shares beneficially owned by CBI.
​
(10)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists entirely of options to purchase 18,335 ordinary shares exercisable within 60 days of March 27, 2020, with an exercise price of  $1.03. These options expire on July 2, 2029.
​
(11)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of 76,925 ordinary shares, based on Dr. Howard’s percentage ownership in Patata Beroa, LLC, which directly holds 461,545 of our ordinary shares in total, as well as options to purchase 18,335 ordinary shares exercisable within 60 days of March 27, 2020, with an exercise price of  $1.03. These options expire on July 2, 2029.
​
(12)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists entirely of options to purchase 18,335 ordinary shares exercisable within 60 days of March 27, 2020, with an exercise price of  $1.03. These options expire on July 2, 2029.
​
(13)
The beneficial ownership is based in part on the latest available filing made with the SEC on Form 3 on January 2, 2020, and consists of 134,500 ordinary shares held directly and 1,848,200 ordinary shares held by Palisade. Mr. Veru is the co-chairman and Chief Investment Officer of PCM and is a member and president of PMEH.
​
(14)
Consists of 62,110 ordinary shares and warrants to purchase 44,934 ordinary shares. In addition, Mr. Cohen holds a 3.45% interest in Shavit Capital Fund 3 (Israel), L.P. and a 1.67% interest in Shavit Capital Fund 4 (Israel), L.P. See “Security Ownership of Certain Beneficial Owners and Management” for the number of ordinary shares beneficially owned by Shavit Capital Funds.
​
(15)
Mr. Polovets is affiliated with AIH, AIM and LLC. See “Security Ownership of Certain Beneficial Owners and Management” for the number of ordinary shares beneficially owned by AIH.
​

18
​

PROPOSAL 2: APPROVAL OF OUR COMPENSATION POLICY, RELECTING CERTAIN
AMENDMENTS THERETO
Background
In accordance with the requirements of the Companies Law,Law.
On March 15, 2021, our shareholders approved an amendment to the compensation terms of our current and future directors, and related amendments to our compensation policy, which went effective on March 16, 2021.
At the Annual Meeting, our shareholders are being asked to approve an amendment to the compensation terms of our Chief Executive Officer and to adopt an updated compensation policy. These amendments are as follows:
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Cash Compensation
Our directors are entitled to certain cash fee amounts annually in respect of each of board service and board committee service. The amendment sets maximum director cash fee levels higher under the compensation policy than what we will pay to the board members in practice, in order to maintain flexibility under the compensation policy in the event that we desire to increase the fees at a later time. Any such increase in cash fees for the directors will require shareholder approval pursuant to the requirements of the Companies Law.
  Actual Cash Fees Paid  Cash Fee Upper Limit
Under the Proposed
Compensation Policy		 
Annual Cash Fees:
      
Each board member, other than the Chairman of the Board $35,000  $50,000 
Chairman of the Board $65,000  $100,000 

 (in addition to this amount,
the Chairman may receive
annual fees for board
committee service)		  (this maximum cannot be
exceeded even after including
any additional fees payable for board
committee service)		 
Annual Fees for Board Committee Service:
        
Committee Chairpersons:        
Audit Committee $15,000  $15,000 
Compensation Committee $10,000  $15,000 
Nominating / Governance Committee $8,000  $15,000 
Other Committee Members:
        
Audit Committee $7,500  $7,500 
Compensation Committee $5,000  $7,500 
Nominating / Governance Committee $4,000  $7,500 
Equity Compensation
The amendment to the compensation policy implements terms for actual equity compensation that will be granted to directors on a regular basis. We believe this will better ensure the tying of the performance of the Company to the compensation of its directors. As with the cash fee program for directors, the maximum director equity grant levels are anticipated to be higher under the compensation policy than what we will grant to the board members in practice, in order to maintain flexibility under the policy in the event that we desire to increase the amount of the equity grant at a later time. Any such increase in equity grant amounts for the directors will anyway be subject to the shareholder approval requirements under the Companies Law. The following is the equity grant levels for directors:
  Actual
Equity
Grant Level
for
Directors		  Equity
Grant Upper
Limit Under
the Proposed
Compensation Policy		 
Initial Option Grant (upon initial election to the board of directors):      
Each board member, other than the Chairman of the Board:  0.1%  0.4%
Chairman of the Board            0.2%  1.0%
Annual Option Grant (first annual grant to be allocated one year following the initial grant):        
Each board member, other than the Chairman of the Board:  0.05%  0.4%
Chairman of the Board            0.1%  1.0%

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Employment Agreements
Employment Agreement with our Chief Executive Officer
Under the employment agreement, dated April 25, 2013, as amended (most recently as of March 2021) that Chemomab Ltd. entered into with its Chief Executive Officer, Dr. Adi Mor (which contract was assumed by our company as a result of the consummation of the Merger), Dr. Mor is entitled to a gross monthly salary of NIS 52,500 (approximately $16,150). Dr. Mor is also entitled to an annual performance bonus in the aggregate amount of $75,000, subject to her meeting certain performance milestones, as to be determined by our board of directors on an annual basis. Besides base salary and bonus, Dr. Mor receives under the agreement other benefits that are provided for by Israeli law or that are customary for senior executives in Israel, including reimbursement for reasonable expenses incurred in connection with her services, and the right to use (including certain related fixed and variable costs in respect of) a leased car and a cellular phone. In lieu of a leased car, Dr. Mor may elect to receive a monthly car allowance payment. Dr. Mor is furthermore entitled to company contributions equivalent to 8.33%, 2.5%, and 5% of her gross monthly salary towards certain severance, disability and tax-advantaged savings funds (known as a manager’s insurance policy), respectively. Dr. Mor also contributes 5.5% of her gross monthly salary towards the manager’s insurance policy. The employment engagement is terminable by either party upon 60 days prior written notice, and contains customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. As required under Israeli law, the terms of Dr. Mor’s engagement with Chemomab Ltd. were approved by Chemomab Ltd.’s board of directors and shareholders.
Dr. Mor has been granted, pursuant to her employment agreement, an aggregate of 10,239 options to purchase Chemomab Ltd. shares, of which 8,321 have vested or will vest within 60 days of June 10, 2021), under Chemomab Ltd.’s share option and incentive plan (which was assumed by our company in the Merger). The options were converted to Chemomab options based on the exchange ratio in the Merger Agreement, with a reciprocal adjustment to exercise price.
At the Annual Meeting, our shareholders are being asked to consider a proposal to amend certain terms of Dr. Mor’s compensation, which is more substantially set forth in Proposal 2 herein.
Employment Agreement with Chemomab Chief Medical Officer
Under the employment agreement, dated March 1, 2019, that Chemomab Ltd. entered into with its Chief Medical Officer, Dr. Arnon Aharon (which contract was assumed by our company as a result of the consummation of the Merger), Dr. Aharon is entitled to a gross monthly salary of NIS 55,000 (approximately $17,000). Dr. Aharon is also entitled to an annual performance bonus of up to 20% of his annual salary, subject to his meeting certain performance criteria, as to be set forth in a personal bonus policy. Besides base salary and bonus, Dr. Aharon receives under the agreement other benefits that are provided for by Israeli law or that are customary for senior executives in Israel, including reimbursement for reasonable expenses incurred in connection with his services, and the right to a monthly travel allowance of NS 3,000 (approximately $938). Dr. Aharon is furthermore entitled to company contributions equivalent to 8.33%, 2.5%, 7.5% and at least 5% of his gross monthly salary towards certain severance, disability, study fund and tax-advantaged savings funds (known as a manager’s insurance policy or pension), respectively. Dr. Aharon also contributes 6% and 2.5% of his gross monthly salary towards the manager’s insurance policy/pension and study fund, respectively. The employment engagement is terminable immediately by either party upon two months’ prior written notice, and contains customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. As required under Israeli law, the terms of Dr. Aharon’s engagement with Chemomab Ltd. were approved by Chemomab Ltd.’s board of directors.
Dr. Aharon has been granted, pursuant to his employment agreement, an aggregate of 5,849 options to purchase our shares, of which 3,978 have vested or will vest within 60 days of June 10, 2021), under Chemomab Ltd.’s share option and incentive plan (which was assumed by our company in the Merger). The options were converted to Chemomab options based on the exchange ratio in the Merger Agreement, with a reciprocal adjustment to exercise price.

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Share Incentive Plans
We maintain (i) the 2011 Share Option Plan (the “2011 Plan”), (ii) the 2017 Equity-Based Incentive Plan (the “2017 Plan”) and (iii) the Chemomab Ltd. 2015 Share Incentive Plan (the “2015 Plan”),  which was assumed by our company from Chemomab Ltd. upon the effectiveness of the Merger. At that time, outstanding options under the 2015 Plan became exercisable for such number of ADSs of our company (formerly known as Anchiano Therapeutics Ltd.) as was determined based on the exchange ratio in the Merger Agreement, with a reciprocal adjustment to exercise price. As of June 10, 2021, a total of 882,153 of our ADSs were reserved for issuance under the 2015 Plan, of which 67,064 ADSs had been issued pursuant to previous exercises options, and 645,183 ADSs  were issuable under outstanding options. Of such outstanding options, options to purchase 345,451 ADSs had vested and were exercisable as of that date, with a weighted average exercise price of $1.72 per ADS.
2011 Plan
On December 19, 2011, our board of directors adopted 2011 Plan to allocate options to purchase our ordinary shares to our directors, officers, employees and consultants, and those of our affiliated companies (as such term is defined under the 2011 Plan), or the Grantees. The 2011 Plan is administered by our board of directors or a committee that was designated by our board of directors for such purpose (the “Administrator”).
Under the 2011 Plan, we may grant options to purchase ordinary shares (“Options”), under four tracks: (i) Approved 102 capital gains Options through a trustee, which was approved by the Israeli Tax Authority in accordance with Section 102(a) of the Israeli Income Tax Ordinance (“ITO”), and granted under the tax track set forth in Section 102(b)(2) of the ITO, or the Approved 102 Capital Gains Options. The holding period under this tax track is 24 months from the date of allocation of Options to the trustee or such period as may be determined in any amendment of Section 102 of the ITO, or any applicable tax ruling or guidelines; (ii) Approved 102 Earned Income Options through a trustee, granted under the tax track set forth is Section 102(b)(1) of the ITO, or the Approved 102 Earned Income Options. The holding period under this tax track is 12 months from the date of allocation of Options to the trustee or such period as may be determined in any amendment of Section 102 of the ITO; (iii) Unapproved 102 Options (the Options will not be allocated through a trustee and will not be subject to a holding period), or the Unapproved 102 Options; and (iv) 3(i) Options (the Options will not be subject to a holding period). These Options shall be subject to taxation pursuant to Section 3(i) of the ITO, or Section 3(i).
Options pursuant to the first three tax tracks (under Section 102 of the ITO) can be granted to our employees and directors and the grant of Options under Section 3(i) can be granted to our consultants and controlling shareholders (a controlling shareholder is defined under the Section 102 of the ITO is a person who holds, directly or indirectly, alone or together with a “relative,” (i) the right to at least 10% of the company’s issued capital or 10% of the voting power; (ii) the right to hold at least 10% of the company’s issued capital or 10% of the voting power, or the right to purchase such rights; (iii) the right to receive at least 10% of the company’s profits; or (iv) the right to appoint a company’s director). Grantees who are not Israeli residents may be granted options that are subject to the applicable tax laws in their respective jurisdictions.
We determine, in our sole discretion, under which of the first three tax tracks above the Options are granted and we notify the Grantee in a grant letter, as to the elected tax track. As mentioned above, consultants and controlling shareholders can only be granted Section 3(i) Options.
The number of ordinary shares authorized to be issued under the 2011 Plan will be proportionately adjusted for any increase or decrease in the number of ordinary shares issued as a result of a distribution of bonus shares, change in our capitalization (split, combination, reclassification of the shares or other capital change), or issuance of rights to purchase ordinary shares or payment of a dividend. We will not allocate fractions of ordinary shares and the number of ordinary shares shall be rounded up to the closest number of ordinary shares.
Unless otherwise determined by the Administrator, the exercise price of an Option granted under the 2011 Plan will be the average of the market price of the Company’s ordinary shares during the 22 business days prior to the date on which our board of directors authorized the grant of Options; provided, however, that such exercise price cannot be lower than the market price at the close of the trading day at which it was granted by our board of directors. The exercise price will be specified in the grant letter every Grantee received from us in which the Grantee notifies of the decision to grant him/her Options under the 2011 Plan.
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Unless otherwise determined by the Administrator, the Options granted under the Plan will become vested and may be exercised in 16 equal portions of 6.25% of the total number of Options, at the end of each quarter following the day the Options were granted. Unless otherwise determined by our board of directors, the Options may be exercised for ten years following the date of grant, unless terminated earlier, and as long as the Grantee is employed by the Company (or by an affiliated company), or provides service to the Company (or an affiliated company).
The Administrator may, in its absolute discretion, accelerate the time at which Options granted under the 2011 Plan or any portion of which will vest.
Unless otherwise determined by the Administrator, in the event that the Grantee’s employment was terminated, not for Cause (as defined in the 2011 Plan), the Grantee may exercise that portion of the Options that had vested as of the date of such termination until the end of the specified term in the grant letter or the 2011 Plan. The portion of the Options that had not vested at such date, will be forfeited and can be re-granted according to the terms of the 2011 Plan.
2017 Plan
On February 22, 2017, our board of directors adopted the 2017 Plan to allocate a variety of share-based awards to our directors, officers, employees, consultants, advisors and service providers, and those of our affiliates (companies that control us, are controlled by us or are under common control with us) (the “Participants”). The 2017 Plan is currently administered by our board of directors, and may be administered by a committee designated by our board of directors for such purpose.
Under the 2017 Plan, we may grant options to purchase ordinary shares or ADSs, restricted shares or ADSs, restricted share units and other awards based on our ordinary shares, all of which are referred to as Awards. We may grant Awards under the same four tracks as described above with respect to the 2011 Plan, subject to the same conditions as apply for the 2011 Plan. In addition, we may grant incentive stock options and nonqualified stock options to Participants who are residents of the United States, and we may grant awards to Participants who are residents of other countries that comply with the laws of those jurisdictions.
The number of ordinary shares authorized to be issued under the 2017 Plan will be proportionately adjusted for any increase or decrease in the number of ordinary shares issued as a result of a distribution of bonus shares, change in our capitalization (split, combination, reclassification of the shares or other capital change), issuance of rights to purchase ordinary shares or payment of a dividend. We will not allocate fractions of ordinary shares and the number of ordinary shares shall be rounded down to the closest number of ordinary shares.
In the event of a (i) merger, consolidation, amalgamation or the like with or into another corporation, (ii) an acquisition (including an exchange) of all or substantially all of our ordinary shares, (iii) the sale of all or substantially all of our assets, or (iv) any other event determined by the Administrator to have a similar impact, then – unless otherwise determined by our board of directors in its sole and absolute discretion – any Award then outstanding will be assumed or an equivalent Award shall be substituted by the successor corporation, under substantially the same terms as the Award.
The exercise price of an option granted under the 2017 Plan will, in general, be no less than the fair market value of the Company’s ordinary shares on the date of grant, subject to any minimum exercise price prescribed by law. The Administrator determines the vesting provisions for each Award and may, in its sole discretion, accelerate the time at which options granted under the 2017 Plan will vest. Unless otherwise determined by the Administrator, options may be exercised for ten years (five years in the case of an incentive stock option granted to a 10% shareholder), and as long as the Participant is employed by the Company (or by an affiliated company) or provides services to the Company (or an affiliated company). If a Participant’s employment is terminated, other than for cause, the Participant may generally exercise vested options for a limited period following termination.
In accordance with the terms of the 2017 Plan, on January 1 of each calendar year during the term of the 2017 Plan, the number of shares available for issuance under the 2017 Plan shall be increased by 4% of the total number of company shares outstanding on December 31 of the immediately preceding calendar year, or such lesser number as shall be determined by the administrator of the plan, subject to adjustments required for recapitalization events.
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2015 Plan
In November 2015, Chemomab Ltd.’s board of directors adopted, and its shareholders subsequently approved, the 2015 Plan. The 2015 Plan provides for the grant of options, restricted shares, restricted share units and other share-based awards to Chemomab Ltd.’s (following the Merger, the Company’s or Chemomab’s) and its subsidiaries’ and affiliates’ directors, employees, officers, consultants, advisors, and any other person whose services are considered valuable to Chemomab or its affiliates. Any such grants are intended to incentivize the foregoing persons to continue as service providers, to increase their efforts on Chemomab’s behalf or on behalf of its subsidiaries or affiliates, and to promote the success of its business.
The 2015 Plan is administered by Chemomab’s board of directors or by a committee designated by the board of directors, which determines, subject to Israeli law, the grantees of awards and the terms of the grant, including, exercise prices, vesting schedules, acceleration of vesting and the other matters necessary in the administration of the 2015 Plan. The 2015 Plan enables Chemomab to issue awards under various tax regimes, including, without limitation, pursuant to Section 102 of the Israeli Income Tax Ordinance, or the Ordinance, and under Section 3(i) of the Ordinance and Section 422 of the United States Internal Revenue Code of 1986, as amended, or the Code.
The 2015 Plan provides that options granted to Chemomab’s employees, directors and officers who are not controlling shareholders and who are considered Israeli residents are intended to qualify for special tax treatment under the “capital gain track” provisions of Section 102(b) of the Ordinance. Chemomab’s Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Options granted under the 2015 Plan to U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified. The exercise price for “incentive stock options” must not be less than the fair market value on the date on which an option is granted, or 110% of the fair market value if the option holder holds more than 10% of Chemomab’s share capital.
Options and other awards granted under the 2015 Plan generally vest over four years commencing on the date of grant, such that 25% vests on the first anniversary of the date of grant and an additional 6.25% vests at the end of each subsequent calendar quarter over the course of the next three years, provided that the participant remains continuously employed or engaged by Chemomab.
Options, other than certain incentive share options, that are not exercised within ten years from the grant date expire, unless otherwise determined by Chemomab’s board of directors or its designated committee, as applicable. Share options that qualify as “incentive stock options” and are granted to a person holding more than 10% of Chemomab’s voting power will expire within five years from the date of the grant. In the event of the death of a grantee while employed by or performing service for Chemomab or its subsidiary or within three months after the date of the employee’s termination, or the termination of a grantee’s employment or services for reasons of disability, the grantee, or in the case of death, his or her legal successor, may exercise options or other awards that have vested prior to termination within a period of one year from the date of disability or death. If Chemomab terminates a grantee’s employment or service for cause, all of the grantee’s vested and unvested options or other awards will expire on the date of termination. If a grantee’s employment or service is terminated for any other reason, the grantee may generally exercise his or her vested options or other award within three months of the date of termination. Any expired or unvested options return to the pool and become available for reissuance. From time to time, Chemomab may consider issuing options with slightly different terms or accelerating, extending or otherwise modifying options in accordance with applicable law and regulation and the terms of the 2015 Plan.
In the event of a merger or consolidation of Chemomab, or a sale of all, or substantially all, of Chemomab’s shares or assets or other transaction having a similar effect on Chemomab, then without the consent of the option holder, Chemomab’s board of directors or its designated committee, as applicable, may, but is not required, to (i) cause any outstanding award to be assumed or an equivalent award to be substituted by such successor corporation, or (ii) in case the successor corporation does not assume or substitute the award (a) provide the grantee with the option to exercise the award as to all or part of the shares or (b) cancel the options and pay in cash an amount determined by the board of directors or the committee as fair in the circumstances. Notwithstanding the foregoing, Chemomab’s board of directors or its designated committee may upon such event amend, modify or terminate the terms of any award, including conferring the right to purchase any other security or asset that the board of directors or the committee shall deem, in good faith, appropriate.
The 2015 plan was assumed by our company from Chemomab Ltd. upon the effectiveness of the Merger.
Compensation Policy governing our “office holders”Committee Interlocks and Insider Participation
Each member of the compensation committee of the Company is an “outside” director as that term is defined in Section 162 (m) of the Internal Revenue Code of 1986, as amended, a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and independent within the meaning of the independent director guidelines of the Nasdaq. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.
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PROPOSAL 1: APPROVAL OF OUR UPDATED COMPENSATION POLICY
Background
Under the Companies Law, (broadly speaking, oura public company must adopt a compensation policy regarding the terms of office and employment of its executive officers and directors, our chief executive officer, our corporate vice presidents,including the grant of any benefit, compensation related payment or undertaking to provide such payment, such as salary, bonus, equity awards, severance and other officers who report directlycompensation, exemption from liability, insurance or indemnification, and any payment or other benefit in connection with termination of services.
Pursuant to the Companies Law, a company’s compensation policy must be reviewed from time to time by its compensation committee and board of directors, to ensure its alignment with the company’s individual compensation philosophy and to consider its appropriateness for the company. The compensation policy must generally be re-approved once every three years by the board of directors, upon the recommendation of the compensation committee, and ultimately by the company’s shareholders.
Accordingly, following consummation of the Merger and in light of the significant changes to our chief executive officer)management and Board that resulted from the Merger, our compensation committee and Board have proposed to adopt an updated compensation policy to be approved at the Annual Meeting as reflected in the form attached to this proxy statement as Appendix A (the “Compensation Policy”). Recently,The Compensation Policy, if approved by our shareholders, will become effective immediately following their reviewthe Annual Meeting for a period of three years. In the event our shareholders do not approve the Compensation Policy, our Compensation Committeecompensation committee and Board approved, subjectmay nonetheless approve the Compensation Policy, following an additional review of the matter and after identifying compelling reasons for its approval, provided such approval is in the best interests of the Company.
When considering the Compensation Policy, our compensation committee and Board considered numerous factors, including the advancement of our objectives, our business plan and its long-term strategy, and the creation of appropriate incentives for executive officers and directors. The compensation committee and the Board also considered, among other things, our risk management, size and the nature of our operations, and reviewed various data and information they deemed relevant, including an internal benchmark analysis prepared by us.
Our Compensation Policy is designed to shareholder approval, several modificationspromote retention and motivation of executive officers and directors, incentivize superior individual excellence, align the interests of our directors and executive officers with our long-term performance and provide a risk management tool. To that end, a portion of an executive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s individual performance. On the other hand, the Compensation Policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as caps on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.
The Compensation Policy also addresses an executive officer’s individual characteristics (such as his or her respective position, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for providing distinct compensation packages to different executive officers, and appropriately compares the compensation given to our executive officers, directors and other employees with those of similar companies in the industry.
Pursuant to the Compensation Policy, as set forth in Appendix A hereto. The following are descriptionsthe compensation terms that may be granted to an executive officer or director may include: base salary, cash bonuses, equity-based compensation, benefits and retirement and termination of the proposed modifications:employment arrangements.
•
to allow for payment of special retention bonuses; and
​
•
to allow retention bonuses to be payable by the Company to executive officers in either cash or equity, and such equity bonuses shall have shorter vesting schedules than as currently required in the Compensation Policy.
​
The proposed amendments to the Compensation Policy result from the ongoing review by our independent Compensation Committee and Board of factors aimed to allow the Company to retain highly-qualified executive officers while aligning the form of payment of their compensation with the resources and needs of the Company.
The foregoing description of the proposed, amendments to theupdated Compensation Policy is only a summary of the amendmentspolicy, and is qualified by reference to the full text thereof, a copy of which is attached as Appendix A hereto.
Aside from the proposed changes set forth on Appendix A, our Compensation Committee and Board did not identify any other necessary amendments to our Compensation Policy. If the changes are approved at the Annual Meeting, the modified Compensation Policy will be valid for three years following the Annual Meeting.
Proposed Resolution
It is proposed that the following resolution be adopted at the Annual Meeting:
“RESOLVED, thatto approve the Company’supdated Compensation Policy be approved,for executives and directors, as amendeddetailed in the manner set forth in Proposal 2proxy statement dated June 14, 2021, which shall be effective for a period of three years from the Company’s Proxy Statement for the 2020 Annual General Meetingdate of Shareholders.its approval.”
Required Vote
Under the Companies Law, approval of this matter requires the affirmative vote of a majority of the ordinary shares present, in person or by proxy, and voting on the matter; provided that either (i) the shares voted in favor of the matter include at least a majority of the shares voted by shareholders who are not “controlling shareholders” and do not have a “personal interest” in the matter, as defined under the Companies Law (see
Please see “What are the Voting Requirements to Approve the Proposals?” above for information regarding the definitions of these terms), or (ii) the total number of shares votedabove. As described therein, in addition to approval by the disinterested shareholders describedan ordinary majority, this Proposal 1 requires approval by a special majority in clause (i) against such resolution does not exceed two percent (2%) of the aggregate voting rights in the Company.
The Companies Law requires that each shareholder voting on the proposed resolution indicate whether or not the shareholder is a controlling shareholder or has such a personal interest in the proposed resolution. Otherwise, the votes of such shareholder may notorder to be counted. See “What are the Voting Requirements to Approve the Proposals?” above for information concerning the treatment of potential personal interests in the enclosed form of proxy card, and what you should do if you unable to confirm that you do not have a personal interest
According toduly approved under the Companies Law, even if the shareholders do not approve the amendment to the Compensation Policy, the Compensation Committee and the Board may thereafter approve the proposal,
Law.

19
​

provided that they have determined, based on detailed reasoning and a re-evaluation of the Compensation Policy, that the amendment to the Compensation Policy is in the best interests of the Company.
Board Recommendation
Our Board of Directors recommends a vote FOR the approval of the foregoing proposed resolution.our updated Compensation Policy.
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20
​

PROPOSAL 3:2: APPROVAL OF AMENDMENTSAMENDMENT TO ARTICLESTHE TERMS OF ASSOCIATIONENGAGEMENT OF
DR. ADI MOR, THE COMPANY’S CHIEF EXECUTIVE OFFICER

Background
Increase
Pursuant to the Companies Law, any arrangement between a company and its chief executive officer as pertaining to his or her terms of engagement and compensation must be consistent with such company's compensation policy and must be approved by the compensation committee, the Board and a special majority vote of the shareholders, as described under “What are the Voting Requirements to Approve the Proposals?” above, in Authorized Share Capitalthat order.
The Company’s authorized share capital is currently 100,000,000 ordinary shares, with no par value each. Asproposed amendment was approved by our compensation committee and the Board, taking into consideration our compensation philosophy and the provisions of March 27, 2020, there were approximately 37.1 million issued ordinary shares and a total of approximately 18.3 million additional ordinary shares underlying options and warrants issued or reserved for future issuance.
The Board believesthe Compensation Policy, which include, among other things, our commitment to ensuring that the small amountCEO’s compensation is structured in a way that links payment and performance and to align the interests of remaining available share capital does not providethe CEO with our Company with sufficient flexibility for our future financialinterests and capital requirements, or for our pursuit of other potential business opportunities. In order to take proper advantage of favorable market conditions or to pursue such other opportunities, our Board recommends that we increase the number of ordinary shares that we are authorized to issue by 400,000,000 from 100,000,000 ordinary shares to 500,000,000 ordinary shares. That increase would be effected via the adoption of an amendment to Article 7.1those of our Articles of Association, which sets forthshareholders, the Company’s authorized share capital.
current market dynamics. In addition, when resolving to potential issuanceapprove the proposed compensation, the Board and Committee took into account the items listed in equity financings, acquisitions or other potential transactions, the additional ordinary shares would alsofirst and second parts of the first appendix to the Companies Law (relating to Section 267B to the Companies Law).
If approved by the shareholders at the Annual Meeting, Dr. Adi Mor’s terms of compensation shall be availableamended, effective April 15, 2021, to usprovide for, stock dividends or splits should our Board decideinter alia, the following:
an annual base salary of $249,000;
Certain social benefits, including keren hishtalmut (advanced study fund);
Car and car related expenses;
a target annual gross cash bonus of $100,000 that in light of market conditions then prevailing, such measures would broaden the public ownership of, and enhance the market for, our ordinary shares. The additional shares would generallycan be available for issuance for these and other purposes atachieved pursuant to certain pre-determined objectives according to the discretion of our Board without, in most cases, the delaysBoard; and expenses attendant to obtaining further shareholder approval. To the extent required by the Companies Law or the Nasdaq Listing Rules, we would, nevertheless, solicit shareholder approval
a one-time cash bonus in the event that we propose to issue ordinary sharesaggregate gross amount of $90,000 in connection with a merger, significant acquisition or significant private placement.​
Adoption of such an amendment to our Articles of Association would not have any immediate dilutive effect on the proportionate voting power or other rights of our existing shareholders. Upon issuance, the additional authorized ordinary shares would have rights identicalDr. Mor’s contribution to the currently outstanding ordinary shares. If effected, a stock split would reduce our earnings per share, but would not affect the voting or economic rights of our current shareholders, as each shareholder would continue to hold the same percentage interest in the Company.
Although our Board does not consider it to be an antitakeover proposal, if the proposed amendment to our Articles of Association is adopted, that would enable the Board to issue additional ordinary shares in a manner used to discourage hostile takeover attemptsconsummation of the Company. Among other things, the additional shares could be privately placed, thereby diluting the stock ownership of persons seeking to obtain control of the Company, or the Board could (to the extent legally permitted under Israeli law) adopt a shareholders’ rights plan that would provide for the issuance of additional ordinary shares in the event of certain purchases not approved by the Board.
The following is the full text of the proposed amendment to Article 7.1 of our Articles of Association increasing our authorized share capitalMerger and the number of ordinary shares that we may issue, as adopted by our Board and recommended for adoption by our shareholders at the Meeting (proposed new text is underlined and text proposed to be deleted is struck-through):
“7.1 The registered share capital of the Company is 100,000,000500,000,000 ordinary shares, registered in name, with no par value each (“Share”, “Ordinary Share”, “Shares” or “Ordinary Shares”, as appropriate). Each Share confers the right to receive notices of and to participate and vote in the general meetings. A shareholder has one vote for every fully paid Share that he holds. All the Shares shall rank pari passu in relation to the amounts of equity paid or credited as paid on account of their par value, in all matters relating to a dividend, the distribution of bonus shares and any other distribution, repurchase and participation in the distribution of the Company’s surplus assets upon liquidation.”
We do not currently have any plans, arrangements or understandings, written or oral, to issue any of the ordinary shares that would become available if the proposed amendment to Article 7.1 of our Articles of Association is adopted.recent financing transaction.

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Amendment of Quorum Requirement for Shareholder Meetings
Article 16.1 of our Articles of Association currently provides that, in general, two shareholders who are present in person or by proxy, and which hold or represent at least twenty five percent (25%) of the voting rights in the Company, shall constitute a quorum at shareholder meetings.
Beginning on January 1, 2020, we have been required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers because we no longer qualify as a foreign private issuer. In addition, we lost our ability to rely upon exemptions from certain Nasdaq corporate governance requirements that are available to foreign private issuers. Pursuant to Rule 5620(c) of the Nasdaq Marketplace Rules, the minimum quorum requirement for a meeting of shareholders is 331∕3% of the outstanding ordinary shares. Article 16.1 of our Articles of Association follows our home country rules and therefore does not comply with Rule 5620(c) of the Nasdaq Marketplace Rules.
We are therefore proposing to amend Article 16.1 of our Articles of Association to conform to the requirements of Rule 5620(c) of the Nasdaq Marketplace Rules.
The following is the full text of the proposed amendment to Article 16.1 of our Articles of Association amending the quorum requirement for meetings of the Company’s shareholders, as adopted by our Board and recommended for adoption by our shareholders at the Meeting (proposed new text is underlined and text proposed to be deleted is struck-through):
“The discussion at a general meeting shall not commence unless a quorum is present at the time of the discussion. Two shareholders who are present in person or by proxy, and which hold or represent at least twenty fivethirty-three-and-one-third percent (2533-1/3%) of the voting rights in the Company, shall constitute a quorum. In determining a quorum, a shareholder or his representative, who also serves as the proxy of other shareholders, shall be deemed as two or more shareholders, in accordance with the number of shareholders represented by him.”
Proposed Resolution
It is proposed that the following resolution be adopted at the Annual Meeting:
“RESOLVED, that (i) an increase to the authorized share capital of the Company by an additional 400,000,000, ordinary shares, with no par value each, such that the Company’s authorized share capital shall be 500,000,000 ordinary shares, with no par value each, to be implemented via the adoption ofapprove an amendment to Article 7.1the terms of engagement of Dr. Adi Mor, the Company’s Articles of Association of the Company, and (ii) an amendment to Article 16.1 of the Company’s Articles of Association of the Company to amend the quorum requirement for meetings of the Company’s shareholders to holders of at least 331∕3% of the Company’s ordinary shares; eachChief Executive Officer, as described in the form set forth in the Company’s Proxy Statement for the 2020 Annual General Meeting of Shareholders, be, and hereby is, approved in all respects.proxy statement, dated June 14, 2021.”
Required Vote
The affirmative vote of
Please see “What are the holders ofVoting Requirements to Approve the Proposals?” above. As described therein, in addition to approval by an ordinary majority, this Proposal 2 requires approval by a special majority ofin order to be duly approved under the ordinary shares present, in person or by proxy, and voting on the matter, is required for the approval of the proposed resolution.Companies Law
Board Recommendation
Our Board of Directors recommends a vote FOR the approval of the foregoing proposed resolution.amended compensation terms of our CEO.
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PROPOSAL 3: APPROVAL OF AN INCREASE IN THE NUMBER OF ORDINARY SHARES
RESERVED FOR ISSUANCE UNDER THE COMPANY’S 2015 SHARE INCENTIVE PLAN
 
Background
As of June 10, 2021, we had 11,002,907 ADSs outstanding. In addition, as of June 10, 2021, 645,273 ADSs were subject to outstanding equity awards under our 2015 Plan and  169,816 ADSs remained reserved for future grants under the 2015 Plan, representing together approximately 6.7% of our share capital on a fully diluted basis  (based on 12,189,466 ADSs outstanding on a fully diluted basis).
In addition, 29,636ADSs were subject to outstanding equity awards under 2017 Plan  and 2011 Plan and 79,905 ADSs  remained reserved for future grants under 2017 Plan and 2011 Plan, representing together approximately 0.9% of our share capital on a fully diluted basis.
22Following approval by our compensation committee and Board, at the Annual Meeting, our shareholders will be requested to approve an amendment to 2015 Plan to increase the aggregate number of ADSs authorized for issuance under the 2015 Plan by 540,000 ADSs or 10,800,000 ordinary shares, which, following such increase, will represent, together with ADSs subject to outstanding equity awards and ADSs currently remaining reserved for future grants under the three plans, approximately 11.5% of our share capital on a fully diluted basis.
Under the terms of the 2017 Plan, on January 1 of each calendar year during the term of the 2017 Plan, the number of shares available for issuance under the 2017 Plan will increase by 4% of the total number of company shares outstanding on December 31 of the immediately preceding calendar year or such lesser number as shall be determined by the administrator of the 2017 Plan, subject to adjustments required for recapitalization events. We did not record any such increase in the number of shares available for issuance under the 2017 Plan on January 1, 2021. While we may utilize the foregoing mechanism in the future, our Board believes that the proposed increase under the 2015 Plan is appropriate and necessary given the absence of any increase in the number of shares available for issuance under the 2017 Plan on January 1, 2021. Moreover, our Board believes it is in the best interest of the company and our shareholders to have a sufficiently large pool of ADSs available to attract, retain and motivate eligible persons whose present and/or future contributions are important to the success of our company or a subsidiary of our company.
We strongly believe that the approval of this proposal is essential to our continued success. We use equity awards to motivate high levels of performance and to align the interests of our employees and shareholders by giving employees the perspective of an owner with an equity stake in the Company. We believe that equity awards are a competitive necessity in our industry and are essential to recruiting and retaining the highly qualified, key employees who help the Company meet its goals, as well as rewarding and motivating current employees. Our number of employees continues to grow, and we believe that the ability to grant equity awards is important to our future success.
Proposed Resolution
It is proposed that the following resolution be adopted at the Annual Meeting:
“RESOLVED, to approve an amendment to the 2015 Plan to increase the aggregate number of shares authorized for issuance under the 2015 Plan by 540,000 ADSs or 10,800,000 ordinary shares, as described in the proxy statement, dated June 14, 2021”.
Required Vote
Please see “What are the Voting Requirements to Approve the Proposals?” above. As described therein, approval by an ordinary majority of Shares present, in person or by proxy, and voting is required for the approval of this Proposal 3.
Board Recommendation
Our Board of Directors recommends a vote FOR the approval of the increase in the number of shares available for issuance under our 2015 Plan.

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PROPOSAL 4: REAPPOINTMENT OF INDEPENDENT AUDITORS
Background
Somekh Chaikin, Certified Public Accountants (Israel), a member firm of KPMG International (“KPMG”), have served as our auditors since 2004.
At the Annual Meeting, our shareholders will be asked to approve the re-appointment of KPMG as our independent auditors, pursuant to the recommendation of our Audit Committee and Board of Directors.
We expect that representatives of KPMG will be either physically present or available via phone at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.
KPMG has no relationship with us or with any of our affiliates except as auditors and, to a limited extent, as tax consultants and providers of some other audit related services. Our Audit Committee and Board of Directors believe that the independence of KPMG is not affected by such limited non-audit function and that, as a result of their familiarity with our operations and their reputation in the auditing field, they have the necessary personnel and professional qualifications to act as our auditors. At the Annual Meeting, our shareholders will also be asked to authorize our Board of Directors to delegate to our Audit Committee the authority to fix the compensation of our independent auditors.
The following table presents the aggregate fees for professional audit services and other services rendered by KPMG to our company in the years indicated.
​​​Year Ended December 31,​
​​​2019​​2018​
​​​(Amounts in thousands)​
Audit fees(1)
​​​$255​​​​$187​​
Audit related fees(2)
​​​​0​​​​​0​​
Tax fees(3)
​​​​3​​​​​3​​
Other fees(4)
​​​​0​​​​​0​​
Total​​​$258​​​​$190​​
  Year Ended December 31, 
  2020  2019 
  (Amounts in thousands) 
Audit fees(1)          
 $160  $255 
Audit related fees           $0  $0 
Tax fees(2)          
 $3  $3 
Other fees(3)          
 $0  $0 
Total           $163  $258 
​
(1)
Audit fees consist of fees billed or expected to be billed for the annual audit services engagement and other audit services, which are those services that only the external auditor can reasonably provide, and include the Company audit; statutory audits; comfort letters and consents; attest services; and assistance with and review of documents filed with the SEC.
(1)
Audit fees consist of fees billed or expected to be billed for the annual audit services engagement and other audit services, which are those services that only the external auditor can reasonably provide, and include the Company audit; statutory audits; comfort letters and consents; attest services; and assistance with and review of documents filed with the SEC.
​
(2)
Tax fees include fees billed for tax compliance services that were rendered during the most recent fiscal year, including the preparation of original and amended tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, tax advice related to mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from taxing authority; tax planning services; and expatriate tax planning and services.
(2)
(3)
No other fees were billed by Somekh Chaikin to the Company during the years ended December 31, 2020 or 2019.
Tax services fees include fees billed for tax compliance services, including professional services rendered for tax compliance and tax advice, other than in connection with tax audit. Tax compliance involves audit of original and amended tax returns, tax planning and tax advice.
​
(3)
Tax fees include fees billed for tax compliance services that were rendered during the most recent fiscal year, including the preparation of original and amended tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, tax advice related to mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from taxing authority; tax planning services; and expatriate tax planning and services.
​
(4)
No other fees were billed by Somekh Chaikin to the Company during the years ended December 31, 2019 and 2018.
​
Proposed Resolution
It is proposed that the following resolution be adopted at the Annual Meeting:
“RESOLVED, that the reappointment of KPMG as independent auditors of the Company until immediately following the next annual general meeting of shareholders be, and it hereby is, approved, and that the Board of Directors be, and it hereby is, authorized to delegate to the Audit Committee of the Board the authority to fix the remuneration of said independent auditors in accordance with the volume and nature of their services.”
 
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Required Vote
The affirmative vote of
Please see “What are the holders of aVoting Requirements to Approve the Proposals?” above. As described therein, approval by an ordinary majority of the ordinary sharesShares present, in person or by proxy, and voting on the matter, is required for the approval of the proposed resolution.this Proposal 4.
Board Recommendation
Our Board of Directors recommends a vote FOR the approval of the foregoing proposed resolution.reappointment of our independent auditors.


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CONSIDERATION OF THE ANNUAL FINANCIAL STATEMENTS
At the Annual Meeting, our audited Consolidated Financial Statementsconsolidated financial statements for the fiscal year ended December 31, 20192020 and related auditor’s report will be presented for discussion, as required by the Companies Law.
Our Consolidated Financial Statementsconsolidated financial statements and related auditor’s report as well as our Annual Report on Form 10-K, which we filed with the SEC on March 9, 2021, may be obtained for free from the SEC’s website at www.sec.gov, our website at www.anchiano.comwww.chemomab.com or by directing the request to our corporate secretary. The financial statements of Chemomab Ltd. as of, and for the fiscal year ended, December 31, 2020 were attached as Exhibit 99.1 to our amended Current Report on Form 8-K, which we filed with the SEC on March 19, 2021. Furthermore, the pro-forma condensed, combined financial statements of our company and Chemomab Ltd. as of, and for the year ended, December 31, 2020, which reflect our and Chemomab Ltd.’s combined financial condition and results of operations as of that date, and for that period of time, respectively, were attached as Exhibit 99.1 to our amended Current Report on Form 8-K, which we filed with the SEC on April 14, 2021.
None of the Consolidatedour or Chemomab Ltd.’s Financial Statements, the related auditor’s report,auditor reports, our Annual Report, andthe foregoing pro-forma condensed, combined financial statements and/or the contents of our website forms part of the proxy solicitation material.
This item will not involve a vote of the shareholders.


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SOLICITATION OF PROXIES
We have engaged Alliance Advisors LLC to assist us in soliciting proxies for the Annual Meeting. We will pay Alliance Advisors a base fee of  $7,500, plus reasonable out-of-pocket expenses, plus an additional fee based upon the number of contacts with shareholders made and work performed. We estimate the total amount payable to Alliance Advisors will be approximately $10,000. Our officers, directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. We will pay all of the costs of soliciting these proxies.
If you need assistance in voting or completing your proxy card or have questions regarding the Annual Meeting, please contact our proxy advisor:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
+1 (833) 786-6488 (toll free in the United States)
SHAREHOLDER PROPOSALS
All shareholder proposals intended to be presented at our 20212022 Annual Meeting of Shareholders must be submitted in writing to AnchianoChemomab Therapeutics Ltd., Kendall Square,Kiryat Atidim, Building 1400E, Suite 14-105, Cambridge, MA 021397, Tel-Aviv, Israel 6158002 and received by us no later than December 7, 2020July 18, 2021 and must comply in all other respects with applicable rules and regulations of the SEC relating to such inclusion. Such notice must include, with respect to each matter the shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the 20212022 Annual Meeting and the reasons for conducting such business at the 20212022 Annual Meeting; (ii) the name and record address of the shareholder proposing such business; (iii) the class and number of shares of our Company which are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business.
Any such proposal submitted with respect to our 20212022 Annual Meeting which is submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered timely if we receive written notice of that proposal not less than 45 days nor more than 75 days prior to the date in 20212022 on which we first  mailed this proxy statement in 2020;2021; however, if the date of the annual meeting is changed by more than 30 days from the date of the prior year’s annual meeting, the notice will be considered untimely if it is not received at least 90 days prior to the newly announced date that we will mail our proxy statement.
ANNUAL REPORT AND RELATED REPORTS TO SHAREHOLDERS
Our
Both our (i) Annual Report on Form 10-K for the fiscal year ended December 31, 20192020, filed with the SEC on March 9, 2021 (the “Annual Report”) and (ii) Current Report on Form 8-K/A, filed with the SEC on April 14, 2021 (the “8-K”), which provides additional information about us, including substantive information related to Chemomab Ltd., the operating company acquired by us in connection with the Merger, will be distributed to all shareholders entitled to vote along with the proxy materials. Additional copies of our Annual Report on Form 10-K forand the fiscal year ended December 31, 20198-K are available on the Internet at http://www.sec.gov and http://www.anchiano.comwww.chemomab.com and are also available in paper form without charge upon written request to AnchianoChemomab Therapeutics Ltd., Kendall Square,Kiryat Atidim, Building 1400E, Suite 14-105, Cambridge, MA 02139.7, Tel-Aviv, Israel 6158002.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.
This year, a number of brokers with account holders who are shareholders of our Company will be “householding” our proxy materials. A single proxy statement may be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholder. Once a shareholder has received notice from its broker that it will be “householding” communications to such

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shareholder’s address, “householding” will continue until such shareholder is notified otherwise or until such shareholder notifies its broker or us that it no longer wishes to participate in “householding.” If, at any time, a shareholder no longer wishes to participate in “householding” and would prefer to receive a separate proxy statement and annual report (for annual meetings) in the future, such shareholders may (1) notify its broker or (2) direct its written request to: AnchianoChemomab Therapeutics Ltd., Kendall Square,Kiryat Atidim, Building 1400E, Suite 14-105, Cambridge, MA 02139.7, Tel-Aviv, Israel 6158002. Shareholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to such shareholders at a shared addresssharedaddress to which a single copy of the documents was delivered.


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OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our ordinary shares to file with the SEC reports regarding their ownership and changes in ownership of our equity securities. We believe that all Section 16 filings requirements were met by our officers and directors during 2019.
Other Matters
The Board of Directors currently knows of no other business to be transacted at the Annual Meeting, other than as set forth in the Notice of 2020 Annual General Meeting of Shareholders; but, if any other matter is properly presented at the Annual Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.
Where to Find More Information
Our reports on Forms 10-K, 8-K and formerly on Forms 20-F and 6-K and all amendments to those reports are available without charge through our website, www.anchiano.com, www.chemomab.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our Code of Business Conduct and Code of Ethics, and our Committee Charters are also available at our website address mentioned   above. The content of our website, however, is not part of this proxy statement. You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, by writing to the Company address appearing in this proxy statement or by calling us at +972 (2) 548-6555.+972- 773310156.
Our SEC filings and submissions are also available to the public from commercial document retrieval services and at the Internet at http://www.sec.gov.
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APPENDIX A
​
COMPENSATION POLICY
 

CHEMOMAB THERAPEUTICS LTD.
APPENDIX A
Amended Compensation Policy
(Changes shown: proposed new text is underlined and text proposed to be deleted is struck-through)
Anchiano Therapeutics Ltd.
Compensation Policy for Office HoldersExecutive Officers and Directors
(As of March 1, 2020
with 2020 proposed amendmentsAdopted on [_____], 2021)
1.
Background
​
1.1.
A. Overview and Objectives
On December 12, 2012, Amendment No. 20
1.Introduction
This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of Chemomab Therapeutics Ltd. (“Chemomab” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies Law”) came into force. The amendment deals with the regulation.
Compensation is a key component of the compensation structure for directors and certain officers in public companies and companies that have issued debentures to the public, within the meaning of the Companies Law, and stipulates a special procedure for the approval thereof. According to chapter 4A of Part VI of the Companies Law, the Compensation Committee (the “Compensation Committee”) and the Board of Directors (the “Board”) of Anchiano Therapeutics Ltd. (the “Company”) have adopted this Compensation Policy (the “Compensation Policy” or the “Policy”).
​
1.2.
The considerations guiding the Compensation Committee and the Board in adopting this Policy are to promote the objectives of the Company, its business plan and policy taking a long-term view; the creation of proper incentives for the Company’s directors and officers, taking into account, inter alia, the Company’s risk management policy, the size of the Company and the nature of its activities; and with respect to the terms of compensation that comprise variable components — the directors and officers’ contributions to achieving the Company’s targets and maximizing its profits and its valuation, in the long term and in accordance with the directors and officers’ duties.
​
1.3.
This Compensation Policy was prepared taking into account the size and nature of the Company as an active corporation in the field of biotechnology, with attention to the Company’s current scope of operations, as well as to its business and clinical objectives and plans for the near future, which include, inter alia, listing on a United States stock exchange and the initiation of pivotal clinical trials.
​
1.4.
The principles of the Compensation Policy were formulated after internal discussions by the Compensation Committee and the Company’s Board, in consultation with external financial and legal advisors. This Policy was designed to determine informed, appropriate and fair compensation principles for the Company’s directors and officers so as to ensure that their compensation will be consistent with the broad interests andChemomab’s overall human capital strategy of the Company, will take into consideration the Company’s risk management policy, will align the Company’s directors and officers’ interests with those of the Company’s shareholders while at the same time bringing about an increased sense of identification with the Company and its activities on the part of highly-qualified directors and officers of the Company, and their retention over time.
​
1.5.
The compensation principles are a benchmark-based tool that derives, inter alia, from the Company’s annual work plan, long-term plans and strategy as determined by the Board from time to time.
​
1.6.
The provisions of this Compensation Policy apply to the senior o“Office hHolders” (as defined in the Israeli SecuritiesCompanies Law, 5728-1968) of the Company (referred to in this Policy as “Office Holders”).
​
2.
Objectives of the Compensation Policy
​
The Compensation Policy aims to assist the Company in achieving its targets, objectives and milestones. The Compensation Policy is intended to serve as a platform for the retention and recruitment,

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where necessary, of Office Holders in key positions, with emphasis on an attractive compensation plan, while being competitive in the market.
2.1.
Generating motivation for achievement while balancing risk-taking
​
The Compensation Policy is intended to encourage managers to meet the Company’s objectives as determined by its corporate organs. The Compensation Policy is designed to encourage compliance with targets in various timeframes (whether short-term, medium-term or long-term) while assuming risks in accordance with the level of risk determined by the organs of the Company. In addition, the Compensation Policy should assist in aligning the interests of the Office Holders with those of the Company’s shareholders. The higher the Office Holder’s management position, responsibility and expertise, the more decisive will be his or her contribution to achievement of the Company’s business results, which may in turn affect the scope of variable compensation to which such Office Holder may be entitled.
2.2.
Manager retention
​
To enable the Company to achieve its objectives, the Compensation Policy is designed to attract, retain, reward, and retainmotivate highly talented professionals, in Israel and abroad, with the necessary skills and capabilities to promote creativity and manage global operations, ensure optimal execution of the Company’s strategy in the best interests of the Company, including its employees and shareholders,skilled individuals that will enhance Chemomab’s value and otherwise assist the Company in reachingChemomab to reach its clinical, business and financial long-term goals. The Compensation Policy aims to provideAccordingly, the Office Holders with a balanced compensation package that includes a competitive salary, performance-based compensation, reward in the formstructure of equity, and social benefits. This objective is key for the creation of added value for the Company and its shareholders.
2.3.
Consistency
​
The Compensationthis Policy is designedestablished to create an infrastructure fortie the ongoing management of the Office Holders of the Company, while establishing principles which will guide the Company’s management in the future. For that purpose, this Compensation Policy charts a policy, principles and wage ranges. In order to keep these principles current, the Company will review the Compensation Policy periodically. To enable the Company to achieve its objectives, the Compensation Policy is designed to attract and retain highly talented professionals, in Israel and abroad, with the necessary skills and capabilities.
3.
Structure and Components of the Compensation Policy
​
The components of the Compensation Policy will address each of the following:
3.1.   Fixed Components:   Salary, fringe benefits ancillary to the salary, signing and relocation bonuses and payments on departure, as more specifically set forth in this document.
3.2.   Variable Compensation Components (primarily for the medium and short term):   Bonuses of various types that consist, inter alia, of an annual bonus, special bonus, etc.
3.3.   Variable Compensation Components (primarily for the long term):   Equity-based compensation.
3.4.   Insurance, Exculpation and Indemnification:   Directors’ and officers’ liability insurance (in the normal course of business as well as in respect of past events), exculpation from liability for Office Holders, and grant of an undertaking to indemnify the Office Holders, in advance and retrospectively.
This Compensation Policy applies to the overall terms of service and employment of the Office Holders, including the grant of exculpation, insurance, an undertaking to indemnify or indemnification according to an indemnification authorization, retirement bonus, and a payment or an undertaking to make such payment, given by reason of such service or employment.
The amounts, rates and caps mentioned in this policy document are for a full-time position.

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4.
Compensation Ratio within the Company
​
4.1.
In the process of formulating this Compensation Policy, the Board and the Compensation Committee examined the ratio of the employer costs associated with the terms of service and employment of the Company’s Office Holders to the employer costs associated with the average and median salary of the other employees of the Company (including Contractor Employees as defined in the Companies Law). As of this date, the ratios are as follows (based on a full-time position, as required to be taken into consideration by the Companies Law):
​
Position​​Ratio to the average
overall cost of
employment of all other
Company employees (including
the other Office Holders)		​​Ratio to the median
overall cost of
employment of all other
Company employees (including
the other Office Holders)		​
CEO​​
4.553.04
​​
6.245.51
​
C-level Office Holders​​
Not more than 3.592.00*
​​
Not more than 5.153.64*
​
​
*
This ratio represents the highest paid of the Company’s C-level Office Holders. For C-level Office Holders earning a lower salary, the ratios are lower.
​
5.
Ratio Between Variable and Fixed Compensation
​
The Company strives for a balance between fixed compensation and variable compensation (which is comprised primarily of an annual bonus and equity-based compensation) in order to, among other things, appropriately incentivize Office Holders to meet the Company’s short- and long-term objectives while taking into consideration the Company’s needs.
The total fixed compensation of each Office Holderofficer to Chemomab’s goals and performance.
For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, Chemomab’s directors.
This policy is subject to applicable law and is not intended, and should not be less than 20%interpreted as limiting or derogating from, provisions of the total compensation package of such Office Holder on an annual basis. The Compensation Committee and Board believe that such range expresses the appropriate mix of the compensation components in the event that all performance objectives are achieved and assumes that all compensation components are granted with respect to a given year.
In this regard, the variable equity components for a single calendar year (cumulatively) shall be assessed accordingapplicable law to the economic value on the grant date of any variable component distributed linearly over the vesting period (years)extent not permitted.
This Policy shall apply to compensation agreements and not according to the accounting value attributed to that year.
6.
Fixed Compensation (Base Salary and ancillary/fringe benefits)
​
6.1.
The base salary and benefits provide stable compensation to Office Holders, allowing the Company to attract and retain competent executive talent and maintain a stable management team. Base salaries vary among Office Holders, and are individually determined.
​
6.2.
In determining a new Office Holder’s base salary, the following considerations, inter alia,arrangements which will be taken into account:
​
6.2.1.
Experience, past performanceapproved after the date on which this Policy is adopted and achievements;
​
6.2.2.
Position and areas of responsibility;
​
6.2.3.
Education, expertise and qualifications;
​
6.2.4.
Terms of service and employmentshall serve as Chemomab’s Compensation Policy for Office Holders in similar positions with the Company;
​
6.2.5.
The ratio to the salary of the other Company employees and to the salaries of the other Office Holders, respectively;
​
6.2.6.
Previous salary agreements of the Office Holder;
​
6.2.7.
Comparison with terms of service and employment for similar positions with other companies in the relevant market.
​

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​

6.3.
When updating an incumbent Office Holder’s salary terms, the following will, in addition, be considered:
​
6.3.1.
Performance and contribution to the Company;
​
6.3.2.
An adjustment in the Office Holder’s current areas of responsibility.
​
6.4.
The following are ceilings for the base salary of Office Holders in the Company for a full-time position:
​
Position​​CEO​​Israeli C-level
Office Holders		​​Non-Israeli C-level
Office Holders		​
Cost of Salary​​​​USD  600K​​​​​NIS  1,200K​​​​​USD  570K​​
6.5.
Social and Other Benefits
​
The cost of salary may include various benefits, in order, among other things, to comply with legal requirements and to attract, motivate and retain Office Holders. These benefits can include contribution to social benefits (severance benefits/managers insurance), contribution to a study fund, vacation days, sick days, and time off for emergencies and personal matters; supplementary sick pay according to the law; and contribution on behalf of the Office Holder towards health, life, dental and disability insurance. The Company may offer additional benefits to its Office Holders, including a car, public transport travel reimbursement, parking, cellphone, travel benefits and other customary benefits, including the gross-up of taxes on such benefits.
6.6.
Signing Bonus and Relocation Bonus
​
The Company may, under circumstances to be approved by the Compensation Committee and Board of Directors and where recruiting an Office Holder is highly important to the Company, offer the Office Holder a signing bonus or a relocation bonus.
The total signing bonus shall not exceed USD 50,000. The Company may determine, upon the award date of the signing bonus and at the discretion of the Compensation Committee and the Board, that the Office Holder will be required to reimburse the Company for the signing bonus, in whole or in part, should he or she fail to complete a minimum term in office with the Company.
A relocation bonus will be awarded in a case where the Office Holder was relocated to another state/country for his or her work with the Company. The total relocation bonus will be calculated based on actual expenses incurred by the Office Holder with respect to his or her relocation and against presentation of receipts, but shall not exceed USD 75,000, at the discretion of the Company’s Compensation Committee and Board.
6.7.
Reimbursements
​
In addition, the Company may reimburse its Office Holders for reasonable work-related expenses incurred as part of their activities, including meeting attendance expenses, reimbursement of business travel including a daily stipend and accommodation expenses, provided, however, that such reimbursement was defined in the Company’s policies and procedures. The Company may set predetermined reimbursement in fixed amounts for Office Holders in connection with work-related expenses.
6.8.
The Company may link the salaries of Office Holders to an increase in the consumer price index (CPI).
​
6.9.
The Company may grant compensation packages in amounts lower than those set forth above, at the discretion of the Board.
​
7.
Variable Compensation
​
7.1.
Annual Bonus
​
7.1.1.
The Company may award an Office Holder an annual bonus, which shall be determined in accordance with an annual bonus plan based on the following principles:
​

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​

7.1.1.1.
The maximum annual bonus shall not exceed the following (in terms of monthly salaries):
​
Position​​CEO​​Israeli C-level
Office Holders		​​Non-Israeli C-level
Office Holders		​
Annual Bonus​​​​12​​​​​10​​​​​10​​
7.1.1.2.
The annual bonus shall be calculated based on the achievement of certain objectives, which shall include the following:
​
a)
Company and individual objectives — At least two performance or financial benchmarks, each with weight of at least 25%. The objectives for the CEO will be determined by the Compensation Committee and Board, and the objectives for C-level Office Holders will be determined by the CEO.
​
Annual bonus objectives may be: (i) success of clinical trials; (ii) achievement of clinical trials or other development milestones; (iii) obtaining regulatory approvals; (iv) agreements with the regulatory authorities; (v) completion of milestones in production; (vi) execution of material agreements; (vii) cooperation and licensing agreements; (viii) compliance with reporting procedures and internal procedures; (ix) compliance with budget targets; (x) fundraising; (xi) Company’s share price or market cap on the stock exchange where it is traded; (xii) HR related goals, including hiring, management and company organization; (xiii) IT.
b)
Managerial assessment — based on the qualitative assessment of the Compensation Committee and the Board (with respect to the CEO) and of the CEO (with respect to C-level Office Holders), taking into consideration the Office Holder’s contribution to the Company, and his or her performance during the fiscal year for which such bonus is granted.
​
With respect to the CEO, the annual managerial assessment component of the annual bonus shall not exceed a sum equal to three (3) monthly salaries. With respect to C-level Office Holders, the annual managerial assessment componentyears, commencing as of the annual bonus (together with the Company and individual objectives bonus) shall not exceed the maximum annual bonus.its adoption, unless amended earlier.
7.1.2.
Calculation of the annual bonus
​
At the beginning of each fiscal year (in proximity to the approval of the annual financial statements), the Compensation Committee and Board shall adopt a resolution on the following:
7.1.2.1.
The maximum annual bonus for each Office Holder and the objectives by which the annual bonus for that fiscal year will be calculated (with respect of C-level Office Holders, based on the CEO’s decision);
​
7.1.2.2.
The annual bonus for each Office Holder for the previous fiscal year, based on the annual bonus plan approved that year.
​
To the extent an Office Holder was employed by the Company for a period of less than the entire calendar year, the calculation shall be made pro rata. Employees joining the Company after September 30 will not be entitled to a bonus.
The Compensation Committee and Board may approve a lower annual bonus than the amount calculated based on the objectives previously approved, or decide not to approve a bonus for that fiscal year, at its sole discretion.
7.1.3.
Payment of the annual bonus
​
The annual bonus will be paid in cash, unless the Compensation Committee and the Board of Directors decide that there are special circumstances, as specified in their resolutions, for

33
​

the payment of the annual bonus by way of shares of the Company or by way of convertible securities or securities exercisable into shares of the Company. If the Chemomab (the “Compensation Committee and Board of Directors decide as aforesaid, the amount of shares or other Company securities shall be calculated so that the value of the shares or other securities will be equal to the amount of the cash grant, according to a valuation model approved by the Compensation Committee” and the “Board”, respectively) shall review and reassess the adequacy of Directors. In case of such payment of annual bonuses in shares or other securities in lieu of cash, there will be no requirement for vesting periods.
7.2.
Special Bonuses
​
The Board of Directors and the Compensation Committee are authorized, at their discretion and in addition to the annual bonuses and any other reward described in this policy, to grant special bonuses reflecting special efforts or exceptional achievements of Office Holders. The special bonus shall not exceed three (3) monthly salaries for any Office Holder. Special bonuses will be paid in cash unless the Compensation Committee and the Board of Directors decide that there are special circumstances, as specified in their resolutions, for the payment of a special bonus by way of shares of the Company or by way of convertible securities or securities exercisable into shares of the Company, in which case the provisions of Section 7.1.3 shall apply, mutatis mutandis.
7.3.
Equity-Based Compensation
​
The use of equity-based compensation enables alignment between the Office Holders’ targets and the objectives of the shareholders, creates a retention component in the compensation plan that takes a long-term perspective on the Company’s results, and motivates the Office Holders to work for the benefit of the Company and for long-term policy considerations while taking controlled risks.
The equity-based compensation may be grantedPolicy from time to time, as required by the Companies Law.
2.Objectives
Chemomab’s objectives and goals in setting this Policy are to attract, motivate and retain experienced and talented leaders who will contribute to Chemomab’s success and enhance shareholder value, while demonstrating professionalism in an achievement-oriented and merit-based culture that rewards long-term excellence, and embedding and modeling Chemomab’s core values as part of a motivated behavior. To that end, this Policy is designed, among other things:

2.1.
To closely align the interests of the Executive Officers with those of Chemomab’s shareholders in order to enhance shareholder value;

2.2.
To align a significant portion of the Executive Officers’ compensation with Chemomab’s short and long-term goals and performance;

2.3.
To provide the Executive Officers with a structured compensation package, including competitive salaries, performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Executive Officer an opportunity to advance in a growing organization;

2.4.
To strengthen the retention and the motivation of Executive Officers in the long-term;

2.5.
To provide appropriate awards in order to incentivize superior individual excellence and corporate performance; and

2.6.
To maintain consistency in the way Executive Officers are compensated.
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3.Compensation Instruments
Compensation instruments under this Policy may include the following:

3.1.
Base salary;

3.2.
Benefits;

3.3.
Cash bonuses;

3.4.
Equity based compensation;

3.5.
Change of control provisions; and

3.6.
Retirement and termination terms.
4.Overall Compensation - Ratio Between Fixed and Variable Compensation

4.1.
This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Executive Officers to meet Chemomab’s short and long-term goals while taking into consideration the Company’s need to manage a variety of business risks.

4.2.
The total annual target bonus and equity-based compensation per vesting annum (based on the fair market value at the time of grant calculated on a linear basis) of each Executive Officer shall not exceed 95% of such Executive Officer’s total compensation package for such year.
5.Inter-Company Compensation Ratio

5.1.
In the process of drafting this Policy, Chemomab’s Board and Compensation Committee have examined the ratio between employer cost associated with the engagement of the Executive Officers, including directors, and the average and median employer cost associated with the engagement of Chemomab’s other employees (including contractor employees as defined in the Companies Law) (the “Ratio”).

5.2.
The possible ramifications of the Ratio on the daily working environment in Chemomab were examined and will continue to be examined by Chemomab from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in Chemomab
B. Base Salaryand Benefits
6.Base Salary

6.1.
A base salary provides stable compensation to Executive Officers and allows Chemomab to attract and retain competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually determined according to the educational background, prior vocational experience, qualifications, corporate role, business responsibilities and past performance of each Executive Officer.

6.2.
Since a competitive base salary is essential to Chemomab’s ability to attract and retain highly skilled professionals, Chemomab will seek to establish a base salary that is competitive with base salaries paid to Executive Officers in a peer group of other companies operating in [technology] sectors that are as much as possible similar in their characteristics to Chemomab, the list of which shall be reviewed and approved by the Compensation Committee. To that end, Chemomab shall utilize comparative market data and practices as a reference, including a survey comparing and analyzing the level of the overall compensation package offered to an Executive Officer of the Company with compensation packages for persons serving in similar positions (to that of the relevant officer) in the peer group. Such compensation survey may be conducted internally or through an external independent consultant.
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6.3.
The Compensation Committee and the Board may periodically consider and approve base salary adjustments for Executive Officers. The main considerations for salary adjustment will be similar to those used in initially determining the base salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for adjustment. Any limitation herein based on the annual base salary shall be calculated based on the monthly base salary applicable at the time of consideration of the respective grant or benefit.
7.Benefits

7.1.
The following benefits may be granted to the Executive Officers in order, among other things, to comply with legal requirements:

7.1.1.
Vacation days in accordance with market practice;

7.1.2.
Sick days in accordance with market practice;

7.1.3.
Convalescence pay according to applicable law;

7.1.4.
Monthly remuneration for a study fund, as allowed by applicable law and with reference to Chemomab’s practice and the practice in peer group companies (including contributions on bonus payments);

7.1.5.
Chemomab shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by applicable law and with reference to Chemomab’s policies and procedures and the practice in peer group companies (including contributions on bonus payments); and

7.1.6.
Chemomab shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by applicable law and with reference to Chemomab’s policies and procedures and to the practice in peer group companies.

7.2.
Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the methods described in Section 6.2 of this Policy (with the necessary changes and adjustments).

7.3.
In the events of relocation and/or repatriation of an Executive Officer to another geography, such Executive Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed or additional payments to reflect adjustments in the cost of living. Such benefits may include reimbursement for out-of-pocket one-time payments and other ongoing expenses, such as a housing allowance, a car allowance, home leave visit, etc.

7.4.
Chemomab may offer additional benefits to its Executive Officers, which will be comparable to customary market practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in accordance with Chemomab’s policies and procedures.
C. Cash Bonuses
8.Annual Cash Bonuses - The Objective

8.1.
Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’ compensation with Chemomab’s objectives and business goals. Therefore, annual cash bonuses will reflect a pay-for-performance element, with payout eligibility and levels determined based on actual financial and operational results, in addition to other factors the Compensation Committee may determine, including individual performance.
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8.2.
An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) for each fiscal year, or in connection with such officer’s engagement, in case of newly hired Executive Officers, taking into account Chemomab’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating any annual cash bonus payout, with respect to each fiscal year, for each Executive Officer. In special circumstances, as determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in Chemomab’s business environment, a significant organizational change, significant merger and acquisition events, etc.), the Compensation Committee and the Board may modify the objectives and/or their relative weight during the fiscal year, or may modify payouts following the conclusion of the year.

8.3.
In the event that the employment of an Executive Officer is terminated prior to the end of a fiscal year, the Company may (but shall not be obligated to) pay such Executive Officer an annual cash bonus (which may or may not be pro-rated) assuming the Executive Officer is otherwise entitled to an annual cash bonus.

8.4.
The actual annual cash bonus to be paid to Executive Officers shall be approved by the Compensation Committee and the Board.
9.Annual Cash Bonuses - The Formula
Executive Officers other than the CEO

9.1.
The performance objectives for the annual cash bonus of Chemomab’s Executive Officers, other than the chief executive officer (the “CEO”), may be approved by Chemomab’s CEO (in lieu of the Compensation Committee) and may be based on company, division/ departmental/business unit and individual objectives. The Company may also grant annual cash bonuses to Chemomab’s Executive Officers, other than the CEO, on a discretionary basis.

9.2.
The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will not exceed 100% of such Executive Officer’s annual base salary.

9.3.
The maximum annual cash bonus, including for overachievement performance, that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will not exceed 200% of such Executive Officer’s annual base salary.
CEO

9.4.
The annual cash bonus of Chemomab’s CEO will be mainly based on measurable performance objectives and subject to minimum thresholds as provided in Section 8.2 above. Such measurable performance objectives will be determined annually by Chemomab’s Compensation Committee (and, if required by law, by Chemomab’s Board) and will be based on company and personal objectives.

9.5.
The less significant part of the annual cash bonus granted to Chemomab’s CEO, and in any event not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria.
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9.6.
The target annual cash bonus that the CEO will be entitled to receive for any given fiscal year, will not exceed 100% of his or her annual base salary.

9.7.
The maximum annual cash bonus including for overachievement performance that the CEO will be entitled to receive for any given fiscal year, will not exceed 200% of his or her annual base salary.
10.Other Bonuses

10.1.
Special Bonus. Chemomab may grant its Executive Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan objectives under exceptional circumstances, or special recognition in case of retirement) or as a retention award at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special Bonus”). Any such Special Bonus will not exceed 200% of the Executive Officer’s annual base salary. A Special Bonus can be paid, in whole or in part, in equity in lieu of cash and the value of any such equity component of a Special Bonus shall be determined in accordance with Section 13.3 below.

10.2.
Signing Bonus. Chemomab may grant a newly recruited Executive Officer a signing bonus.  Any such signing bonus shall be granted and determined at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Signing Bonus”). Any such Signing Bonus will not exceed 100% of the Executive Officer’s annual base salary.

10.3.
Relocation/ Repatriation Bonus. Chemomab may grant its Executive Officers a special bonus in the event of relocation or repatriation of an Executive Officer to another geography, Any such bonus shall be granted and determined at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Relocation Bonus”). Any such Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100% of the Executive Officer’s annual base salary.
11.Compensation Recovery (“Clawback”)

11.1.
In the event of an accounting restatement, Chemomab shall be entitled to recover from its Executive Officers the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would have been paid based on the financial statements, as restated, provided that a claim is made by Chemomab prior to the second anniversary following the filing of such restated financial statements.

11.2.
Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:

11.2.1.
The financial restatement is required due to changes in the applicable financial reporting standards; or

11.2.2.
The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible, impractical, or not commercially or legally efficient.

11.3.
Nothing in this Section 11 derogates from any other “Clawback” or similar provisions regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws or a separate contractual obligation.
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D. Equity Based Compensation
12.The Objective

12.1.
The equity-based compensation for Chemomab’s Executive Officers will be designed in a manner consistent with the underlying objectives of the Company in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of Chemomab and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.

12.2.
The equity-based compensation offered by Chemomab is intended to be in the form of share options and/or other equity-based awards, such as restricted shares, RSUs or performance stock units, in accordance with the Company’s equity incentive plan in place as may be updated from time to time.

12.3.
All equity-based incentives granted to Executive Officers (other than bonuses paid in equity in lieu of cash) shall normally be subject to vesting periods in order to promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement or in a specific compensation plan approved by the Compensation Committee and the Board, grants to Executive Officers other than non-employee directors shall vest based on time, gradually over a period of at least 2-4 years, or based on performance. The exercise price of options shall be determined in accordance with Chemomab’s policies, the main terms of which shall be disclosed in the annual report of Chemomab

12.4.
All other terms of the equity awards shall be in accordance with Chemomab’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies Law.
13.General Guidelines for the Grant of Awards

13.1.
The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, corporate role and the personal responsibilities of the Executive Officer.

13.2.
In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee and the Board shall consider the factors specified in Section 13.1 above, and in any event, such equity-based compensation will not exceed: (i) with respect to the CEO –5% of the share capital of the Company on a fully diluted basis on the date of grant, in the aggregate;  (ii) with respect to each of the other Executive Officers 2% of the share capital of the Company on a fully diluted basis (for initial grants following appointment) and 0.5% of the share capital of the Company on a fully diluted basis (for annual grants).
E. Retirement and Termination of Service Arrangements
14.Advanced Notice Period
Chemomab may provide an Executive Officer, on the basis of his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of his/her retirement prior notice of termination of up to six (6) months, during which the Executive Officer may be individually determined for each Office Holder, takingentitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation. Such advance notice may or may not be provided in addition to severance, provided, however, that the Compensation Committee shall take into consideration the performance, education, prior business experience, qualifications, rolesExecutive Officer’s entitlement to advance notice in establishing any entitlement to severance and areas of responsibility of the relevant Office Holder.vice versa.
The Company may grant equity-based compensation from time to time to the Office Holders based on the following provisions:
7.3.1.
Exercise priceA - 7 — The exercise price shall not be less than the market value of the Company’s share at the close of trading on the day prior to the date of the Board of Directors’ resolution. The exercise price
15.Adjustment Period
Chemomab may be denominated in NIS or in US dollars at the exchange rate published on the date of the Board’s resolution with regard to the grant.
​
7.3.2.
Vesting Schedule — All equity-based incentives granted to Office Holders shall be subject to vesting periods determined to promote long-term retention of the Office Holders. Grants to Office Holders shall vest over a minimumprovide an additional adjustment period of three (3) years, where the first portion of equity-based compensation shall, solely in the case of the initial grant of equity-based incentivesup to an individual, vest at least one (1) year after the date of grant. In special circumstances, where an Office Holder was employed prior to being granted equity-based compensation, the Compensation Committee and the Board may determine that the start date of the vesting period shall commence prior to the grant date, provided such date is not more than six (6) months prior to the Board’s resolution. TheCEO or to any other Executive Officer according to his/her seniority in the Company, his/her contribution to the Company’s equity-incentive plansgoals and achievements and the circumstances of retirement, during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation.
16.Additional Retirement and Termination Benefits
Chemomab may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), or which will be comparable to customary market practices.
17.Non-Compete Grant
Upon termination of employment and subject to applicable law, Chemomab may grant to its Executive Officers a non-compete grant as an incentive to refrain from competing with Chemomab for vesting acceleration provisions, including in case of change of control.
​
7.3.3.
Exercise Period — The exercisea defined period of options granted to Office Holderstime. The terms and conditions of the non-compete grant shall be determined in accordance withdecided by the Company’s options planBoard and shall not exceed a periodsuch Executive Officer’s monthly base salary multiplied by twelve (12).  The Board shall consider the existing entitlements of ten (10) years from the dateExecutive Officer in connection with the consideration of any non-compete grant.
​
18.Limitation Retirement and Termination of Service Arrangements
7.3.4.
Maximum Dilution — The maximum dilution in respect of equity-based compensationtotal non-statutory payments under Section 14-17 above for all grants made by the Company shall be limited so as not to exceed 20% of the Company’s issued and outstanding share capital at maximum dilution for the term of the Compensation Policy.
​

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7.3.5.
Maximum Value — The value of the maximum equity-based compensation actually paida given Executive Officer shall not exceed 8%the Executive Officer’s monthly base salary multiplied by twenty-four (24). The limitation under this Section 18 does not apply to benefits and payments provided under other chapters of this Policy.
F. Exculpation, Indemnification and Insurance
19.Exculpation
Each and every Director and Executive Officer may be exempted in advance for all or 18 monthly salariesany of his/her liability for damage in consequence of a breach of the CEO and 2% or 12 monthly salaries for C-level Office Holders. For this purpose, the equity-based compensation for a single calendar year (cumulatively) shall be assessed accordingduty of care, to the economic value on the grant datefullest extent permitted by applicable law.
20.Insurance and Indemnification

20.1.
Chemomab may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement between such individuals and Chemomab all subject to applicable law and the Company’s articles of association.

20.2.
Chemomab will provide directors’ and officers’ liability insurance (the “Insurance Policy”) for its directors and Executive Officers as follows:

20.2.1.
The limit of liability of the insurer shall not exceed the greater of $50 million or 50% of the Company’s market valuation at the time of approval of the Insurance Policy by the Compensation Committee; and

20.2.2.
The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering Chemomab’s exposures, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.
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20.3.
Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), Chemomab shall be entitled to enter into a “run off” Insurance Policy (the “Run-Off Policy”) of up to seven (7) years, with the same insurer or any other insurance, as follows:

20.3.1.
The limit of liability of the insurer shall not exceed the greater of $50 million or 50% of the Company’s market valuation at the time of approval by the Compensation Committee; and

20.3.2.
The Run-Off Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering the Company’s exposures covered under such policy, the scope of coverage and the market conditions and that the Run-Off Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.

20.4.
Chemomab may extend an Insurance Policy in effect to include coverage for liability pursuant to a future public offering of securities as follows:

20.4.1.
The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee (and if required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public offering of securities, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions, and that it does not materially affect the Company’s profitability, assets or liabilities.
G. Arrangements upon Change of any variable component distributed linearly over the vesting period (years), and not according to the accounting value attributed to that year.Control
​
21.
The following benefits may be granted to the Executive Officers (in addition to, or in lieu of, the benefits applicable in the case of any retirement or termination of service) upon or in connection with a “Change of Control” or, where applicable, in the event of a Change of Control following which the employment of the Executive Officer is terminated or adversely adjusted in a material way:

21.1.
Acceleration of vesting of outstanding options or other equity-based awards;

21.2.
Extension of the exercise period of equity-based grants for Chemomab’s Executive Officers for a period of up to one (1) year, following the date of termination of employment; and

21.3.
Up to an additional six (6) months of continued base salary and benefits following the date of termination of employment (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period may be in addition to the advance notice and adjustment periods pursuant to Sections 14 and 15 of this Policy, but subject to the limitation set forth in Section 18 of this Policy.

21.4.
A cash bonus not to exceed 200% of the Executive Officer’s annual base salary in case of an Executive Officer other than the CEO and 250% in case of the CEO.
7.3.6.
H. Board of Directors Compensation
Equity compensation may be exercised by “cashless exercise”, as determined by the Board from time to time.
​
7.3.7.
Subject to any applicable law, the Company may decide, at the discretion of the Compensation Committee and the Board, the tax regime under which equity-based compensation may be granted, including a tax regime which will maximize the benefit to the Office Holders.
​
7.3.8.
All other terms of the equity awards shall be in accordance with the Company’s equity incentive plans, as adopted from time to time, subject to customary terms with regard to the grant of equity-based compensation, including adjustments for dividends, bonus shares, capital changes (consolidation, split, etc.), rights issues (split, merger, etc.), and the like. In addition, when adopting an equity incentive plan, the plan shall include reference to terms that will apply in the event of termination of employment as a result of dismissal or as a result of death or disability of an Office Holder.
​
8.
Directors’ Compensation
​
The directors of the Company willChemomab’s non-employee Board members may be entitled to (i) an annual cash fee and attendance pay in accordance with the Companies Regulations (Rules Regarding Remuneration and Expenses of External Directors), 5760-2000, according to the Company’s ranking from time to time, or (ii) an annual fee, which shall be paid on a quarterly basis in arrears, in amounts to be determined from time to time by resolutions of the shareholders of the Company, subject to the following maximum amounts:
​​​Director​​Chairman​
Board of Directors​​​​USD  50,000​​​​​USD  100,000​​
Board Committee​​​​USD  15,000​​​​​USD   25,000​​
The Company may, in addition to the above cash compensation, grant equity-based compensation to the directors, subject to the following guidelines:
8.1.
Exercise price — The exercise price shall not be less than the market value of the Company’s share at the close of trading on the day prior to the date of the Board of Directors’ resolution. The exercise price may be denominated in NIS or in US dollars at the exchange rate published on the date of the Board’s resolution with regard to the grant.
​
8.2.
Vesting Schedule — The initial grant to a director shall vest over a minimum period of three (3) years, where the first portion of equity-based compensation shall vest at least one (1) year after the date of grant. Subsequent grants to a director shall vest over a minimum period of at least one (1) year after the date of grant. In special circumstances, where a director’s term of office commenced prior to being granted equity-based compensation, the Compensation Committee and the Board may determine that the start date of the vesting period shall commence prior to the grant date, provided such date is not more than six (6) months prior to the Board’s resolution. The Company’s equity-incentive plans may provide for vesting acceleration provisions, including in case of change of control.
​
8.3.
Maximum Value — The value of the maximum equity-based compensation actually paid shall not exceed 200% of the annual fee. For this purpose, the equity-based compensation for a single calendar year (cumulatively) shall be assessed according to the economic value on the grant date of any variable component distributed linearly over the vesting period (years), and not according to the accounting value attributed to that year.
​
In addition, the directors will be entitled to reimbursement of expenses and also to insurance, in accordance with the Company’s directors’ and office holders’ insurance policy and to letters of

35
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indemnification and exculpation if and to the extent they have been or may be granted (as described in Section 9). At the request of a director, the Company may provide the compensation described in this section to the director’s employer or partner, including to the controlling shareholder in the Company.
9.
Insurance, Exculpation and Indemnity
​
9.1.
The Company may grant the Office Holders exculpation from liability, liability insurance (including a run-off insurance policy) as well as an undertaking to indemnify, subject to the provisions of the Companies Law and the Company’s Articles of Association.
​
9.2.
As decided by the Compensation Committee and without derogating from the generality of the above, the Company may, at any time during the term of this Compensation Policy, purchase directors’ and officers’ insurance including run-off  (including Office Holders who are or are deemed to be or who represent the controlling shareholders of the Company) serving in the Company from time to time, extend or renew the existing insurance policy or enter into a new policy on the renewal date or during the period of the insurance, with the same or a different insurer, in Israel or abroad, on the conditions listed below:
​
9.2.1.
The premium for the period of insurance in respect of an annual policy shall not exceed USD 1,500,000.
​
9.2.2.
The cover amount under any policy purchased shall not exceed USD 50 million, for any one occurrence and for the entire period of insurance.
​
9.2.3.
The insurance policy shall also cover the liability of Office Holders who are or whose relatives are the controlling shareholders of the Company at the time of approval of the Compensation Policy or in which the controlling shareholders of the Company might have a personal interest in their inclusion in the insurance policy, from time to time, provided that the cover terms in respect of such Office Holders do not exceed those of the other Office Holders in the Company, as the case may be.
​
10.
Non-material Amendment to Terms of Service
​
A non-material modification of the terms of service of a C-level Office Holder, relating to an existing engagement, can be approved by the CEO, provided that the terms of service comply with the Compensation Policy.
Insofar as such modification relates to a quantitative value, then for the purposes of this section a change in a thresholdretainer of up to 5% (in real terms) relative$50,000 (and up to all$100,000 for the termschairperson of serviceChemomab’s Board), an annual committee membership fee retainer of up to $7,500, and employmentan annual committee chairperson cash fee retainer of up to $15,000 (it is being clarified that the Office Holderpayment for that fiscal year shallthe chairperson would be deemed to be immaterial. If the modification doesin lieu of (and not relate to a quantitative value, the materiality shall be examined on its merits and its intrinsic nature.
11.
Termination of Engagement
​
11.1.
Notice Period
​
In general, prior notice of an intention to terminate an employment agreement will be delivered by the Company or by the Office Holder in writingaddition) to the counterparty, giving up to 9 months’ notice with respect to the CEO of the Company and up to 6 months’ notice with respect to any other Office Holder. The Office Holder will, notwithstanding the delivery of such prior notice by either party, continue to fulfill his or her duties until the actual termination of the agreement, unless otherwise decided by the Company.payments referenced above for committee membership.
11.2.
Special Departure Grants
A - 9
​
​23.Seniority
The compensation of the Company’s external directors, if any are required and elected, shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time.
24.​
Notwithstanding the provisions of Section 22 above, in special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximum amount allowed under Section 22.
25.​
Each non-employee member of Chemomab’s Board (other than the chairperson of Chemomab’s Board) may be granted equity-based compensation not to exceed, per annum, 0.4% of the share capital of the Company on a fully diluted basis at the time of the grant. The chairperson of Chemomab’s Board may be granted equity-based compensation not to exceed, per annum, 1.0% of the share capital of the Company on a fully diluted basis at the time of the grant.
26.Entitlement effective
All other terms of the equity awards shall be in accordance with Chemomab’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications to such awards consistent with the terms of such incentive plans, subject to any additional approval as from
may be required by the dateCompanies Law.
27.
In addition, members of Chemomab’s Board may be entitled to reimbursement of expenses in connection with the performance of their duties.
28.
The compensation (and limitations) stated under Section H will not apply to directors who serve as Executive Officers.
I. Miscellaneous
29.
Nothing in this Policy shall be deemed to grant to any of Chemomab’s Executive Officers, employees, directors, or any third party any right or privilege in connection with their employment by or service to the Company, nor deemed to require Chemomab to provide any compensation or benefits to any person. Such rights and privileges shall be governed by applicable personal employment agreements or other separate compensation arrangements entered into between Chemomab and the recipient of such compensation or benefits. The Board may determine that none or only part of the payments, benefits and perquisites detailed in this Policy shall be granted, and is authorized to cancel or suspend a compensation package or any part of it.
30.
An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved by the CEO, provided that the amended terms of employment
​
​More than 5 years​​Up are in accordance with this Policy. An “Immaterial Change in the Terms of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to 2 months acclimatization​
​More than 10 years​​Upthe Company not exceeding an amount equal to 4 months acclimatization​two (2) monthly base salaries of such employee.
31.
In the event that new regulations or law amendment in connection with Executive Officers’ and directors’ compensation will be enacted following the adoption of this Policy, Chemomab may follow such new regulations or law amendments, even if such new regulations are in contradiction to the compensation terms set forth herein.
*********************
 
36
​

The Compensation Committee and the Board may approve the grant of a special departure bonus that is a function of the Office Holder’s monthly salary and the cap set out in the above table. The Compensation Committee and the Board will consider the grant of the departure bonuses noted above, including the Office Holder’s contribution to the achievement of the Company’s goals, its financial position and the circumstances of his or her departure.
12.
Clawback
​
On the payment date of the bonus, the Office Holders will sign an undertaking to return to the Company the amount of the bonus or part thereof should it transpire in the future that calculation of the bonus was made on the basis of data that were subsequently shown to be incorrect and were restated in the financial statements. There will be no clawback in the event of a change in accounting and reporting regulations. The clawback will be available up to three years from the date of the payment of the bonus.
13.
Reduction at the Discretion of the Board
​
The Board may reduce the extent of the variable compensation and further determine, at its discretion, that no variable compensation will be given at all in any year.
14.
Management, Control and Review of Adjustments as Necessary
​
The Compensation Committee will review, from time to time but at least annually, the Compensation Policy and the need to adjust it if any material change occurs in the circumstances that existed at the time it was determined, and if necessary, adjustments in the Compensation Policy will be approved subject to the provisions of law.
15.
Miscellaneous
​
15.1.
This policyPolicy is designed solely for the benefit of the Company. Nothing in this document shall establish, for Office Holders, employees or any third party, any right to receive any reward of any kind in respect of their service with the Company or for any other reason. The grant of compensation to an Office HolderChemomab and none of the Companyprovisions thereof are intended to whom the Compensation Policy applies shall be only with individual approval by the competent organs of the Company.provide any rights or remedies to any person other than Chemomab.
​
15.2.
This Compensation Policy shall come into force from the date of its approval by the general meeting. This Policy shall be valid for engagements and agreements of the Company with its Office Holders following such approval and until the end of the term of the Compensation Policy, subject to the provisions of the Companies Law. If there is any contradiction between the existing employment agreements of the incumbent Office Holders of the Company and this Policy, those existing employment agreements shall prevail. The Company policy is that the employment agreements of the Office Holders of the Company will undergo modifications from time to time, in accordance with this Policy.A - 10
​
15.3.
Nothing contained in this Policy shall derogate from the provisions of the Companies Law and the Company’s Articles of Association, concerning the manner of approving the Company’s engagement with any Office Holder in relation to the terms of his or her service and employment, and nothing contained in the provisions of this Policy shall derogate from any reporting obligation in respect of the grant of compensation to Office Holders pursuant to the Securities Law, 1968,applicable securities laws and regulations.
​
15.4.
The Board may, after approving a particular annual compensation plan, decide that no compensation will be paid pursuant to the plan, and may instruct that the entire plan or part of it be cancelled or suspended, as the Board sees fit.
​

Annual General Meeting of
 Annual General Meeting of Chemomab Therapeutics Ltd.
Chemomab Therapeutics Ltd.
 to be held on July 19, 2021
Date:       July 19, 2021
 For Holders as of June 14, 2021
                 See Voting Instruction On Reverse Side.
Please make your marks like this: ☒ Use pen only

For
Against
Abstain
  

 
     ● Mark, sign and date your Voting Instruction Form.
     ● Detach your Voting Instruction Form.
     ● Return your Voting Instruction Form in the postage-paid envelope provided.
All votes must be received by 12:00 p.m. EST, on July 14, 2021.

PROXY TABULATOR FOR
CHEMOMAB THERAPEUTICS LTD.
P.O. BOX 8016
CARY, NC 27512-9903
1.
To approve the Company’s updated Compensation Policy for directors and officers;
 ☐
 ☐
☐
Yes
No
a.
Are you a controlling shareholder in the Company or have a personal interest in the approval of resolution No. 1
☐
☐
(Please note: If you do not mark either Yes or No, your shares will not be voted for proposal 1).
ForAgainstAbstain
2.
To approve an amendment to the terms of engagement of Dr. Adi Mor, the Company’s Chief Executive Officer;
 ☐
 ☐
 ☐
YesNo
a.
Are you a controlling shareholder in the Company or have a personal interest in the approval of resolution No. 2
☐
☐
(Please note: If you do not mark either Yes or No, your shares will not be voted for proposal 2).
ForAgainst
Abstain 
3.
To approve an increase in the number of ordinary shares reserved for issuance under the Company’s 2015 Share Incentive Plan; and
☐
 ☐
☐
4.
To approve the reappointment of Somekh Chaikin, a member firm of KPMG International, as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services.
 ☐
 ☐
 ☐
EVENT #
CLIENT #

 Authorized Signatures - This section must be
 completed for your instructions to be executed.
Please Sign HerePlease Date Above
Please Sign HerePlease Date Above
37
Chemomab Therapeutics Ltd.
Instructions to The Bank of New York Mellon, as Depositary
(Must be received prior to 12:00 p.m. EST on July 14, 2021)
The undersigned registered owner of American Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Shares of Chemomab Therapeutics Ltd. registered in the name of the undersigned on the books of the Depositary as of the close of business on June 14, 2021 at the Annual General Meeting of the Shareholders of Chemomab Therapeutics Ltd. to be held on July 19, 2021 or any postponement or adjournment thereof in respect of the resolutions specified on the reverse.
NOTES:
1. Please direct the Depositary how it is to vote by placing an “X” in the appropriate box opposite each agenda item.



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