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CMMB Chemomab Therapeutics

Filed: 12 Nov 21, 4:05pm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 8-K/A

(Amendment No. 1)


CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 12, 2021

 

Chemomab Therapeutics Ltd.

(Exact name of Registrant as Specified in Its Charter)

 

State of Israel001-38807
81-3676773
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)

 

Kiryat Atidim, Building 7
 
Tel Aviv, Israel6158002
(Address of principal executive offices)(Zip Code)

 

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

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  ☒

 

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




EXPLANATORY NOTE

This Current Report on Form 8-K/A (the “Amendment”) of Chemomab Therapeutics Ltd. (the “Company”) amends the Current Report on Form 8-K (the “Original 8-K”) filed by the Company on November 8, 2021. The Original 8-K inadvertently stated that the Executive Employment Agreement of Mr. Donald Marvin, the Company’s Chief Financial Officer, Executive Vice President and Chief Operating Officer (the “Agreement”), was attached as Exhibit 10.1 and incorporated by reference into Item 5.02 of the Original 8-K. The Agreement was not actually attached as Exhibit 10.1 to the Original 8-K and will instead be filed as an exhibit to the Company’s Annual Report on Form 10-K (or Form 20-F, if applicable) for the fiscal year ended December 31, 2021.
 
This Amendment repeats the content of the Original 8-K, but deletes the inadvertent reference to the Agreement as an exhibit to the Original 8-K



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
 (b) Conclusion of Engagement with Outgoing Interim Chief Financial Officer

On November 8, 2021, Chemomab Therapeutics Ltd. (the “Company”) and Ms. Sigal Fattal mutually agreed to conclude Ms. Fattal’s engagement as Interim Chief Financial Officer of the Company and its wholly-owned subsidiary Chemomab Ltd. (the “Subsidiary”). Ms. Fattal will continue to serve the Company and Subsidiary as a senior consultant to Mr. Marvin.

 (c) Appointment of Chief Financial Officer and Chief Operating Officer
 
On November 8, 2021, the Company issued a press release announcing that, on November 8, 2021, it appointed Mr. Donald Marvin as the Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company, effective as of November 8, 2021. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The biographical information for Mr. Marvin appears below:
 
Donald Marvin, age 69, has more than 35 years of experience at growth enterprises in corporate finance and fundraising, strategy, corporate development, mergers and acquisitions, and operations.  Mr. Marvin served as Executive Vice President and Chief Financial Officer of Lodo Therapeutics from 2020 until 2021. He was previously Chairman, President and CEO of Concentric from 2014 to 2021. Prior to his positions at Concentric, Mr. Marvin was Managing Partner of Cairn Associates from 2006 until 2014. He was President and CEO of IdentiGEN from 2006 until 2009. Mr. Marvin was a co-founder of Orchid BioSciences, where he served as Chief Operating Officer, CFO and Senior Vice President of Corporate Development from 1997 to 2003, and President and Chief Executive Officer of Diatron Corporation from 1986 until 1994. Earlier in his career, Mr. Marvin held positions of increasing responsibility at Abbott, Boehringer Ingelheim, Bayer, and PepsiCo. Mr. Marvin earned a Bachelor of Science degree from The Ohio State University and an MBA from Iona College.
 
Mr. Marvin does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings between Mr. Marvin and any other person pursuant to which Mr. Marvin was selected to serve as Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company. There have been no transactions involving Mr. Marvin that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
 


Employment Agreement and Other Compensatory Arrangements
 
On November 8, 2021, the Chemomab Therapeutics Inc., the Company's wholly owned subsidiary, entered into an Executive Employment Agreement with Mr. Marvin (the “Agreement”). Mr. Marvin will receive an annual base salary of $460,000, and will be part of the Company’s bonus program with a yearly bonus potential of 45% of his base annual base salary, which bonus will be based on the achievement of mutually agreeable objectives to be determined by Mr. Marvin and the Chief Executive Officer of the Company. Additionally, Mr. Marvin will receive (i) 1.5% of the outstanding equity of the Company, which exercise price is based on the average of Company’s ADS market value over the 30 calendar days preceding November 8, 2021, and vesting over four years, (ii) an additional 0.5% of the outstanding equity of the Company for the achievement of strategic goals as agreed upon with the Compensation Committee and approved by the Board of Directors, (iii) a $25,000 signing bonus, and (iv) a 12-month initial severance package, which will increase by one month every two years that Mr. Marvin is employed by the Company, provided however that such amount does not exceed 18 months.

Item 7.01 Regulation FD Disclosure.

As described in Item 5.02 above, on November 8, 2021, the Company issued a press release announcing the appointment of Mr. Marvin as the Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
 (d) Exhibits

Exhibit NumberExhibit Description

Exhibit 104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 CHEMOMAB THERAPEUTICS LTD. 
    
Date: November 12, 2021By:/s/ Dale Pfost 
  Name: Dale Pfost 
  Title: Chief Executive Officer