Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Type | 10-Q | |
Entity Central Index Key | 0001534248 | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38807 | |
Entity Registrant Name | Chemomab Therapeutics Ltd. | |
Entity Incorporation, State or Country Code | L3 | |
Entity Tax Identification Number | 81-3676773 | |
Entity Address, Address Line One | Kiryat Atidim | |
Entity Address, Address Line Two | Building 7 | |
Entity Address, City or Town | Tel Aviv | |
Entity Address, Postal Zip Code | 6158002 | |
Entity Address, Country | IL | |
City Area Code | 972 | |
Local Phone Number | 77-331-0156 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,049,812 | |
American Depositary Shares [Member] | ||
Title of 12(b) Security | American Depositary Shares, each representing twenty (20) | |
Trading Symbol | CMMB | |
Name of Exchange on which Security is Registered | NASDAQ | |
Ordinary Shares, No Par Value Per Share [Member] | ||
Title of 12(b) Security | Ordinary shares, no par value per share | |
Trading Symbol | n/a | |
Name of Exchange on which Security is Registered | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 20,765 | $ 13,519 |
Short term bank deposits | 11,941 | 26,374 |
Restricted cash | 77 | 77 |
Other receivables and prepaid expenses | 995 | 1,766 |
Total current assets | 33,778 | 41,736 |
Non-current assets | ||
Long term prepaid expenses | 690 | 733 |
Property and equipment, net | 352 | 367 |
Operating lease right-of-use assets | 193 | 227 |
Total non-current assets | 1,235 | 1,327 |
Total assets | 35,013 | 43,063 |
Current liabilities | ||
Trade payables | 2,217 | 1,688 |
Accrued expenses | 3,164 | 3,378 |
Employee and related expenses | 1,501 | 1,560 |
Operating lease liabilities | 115 | 123 |
Total current liabilities | 6,997 | 6,749 |
Non-current liabilities | ||
Operating lease liabilities - long term | 62 | 91 |
Total non-current liabilities | 62 | 91 |
Commitments and contingent liabilities | ||
Total liabilities | 7,059 | 6,840 |
Shareholders' equity | ||
Ordinary shares no par value - Authorized: 650,000,000 shares as of March 31, 2023 and December 31, 2022; Issued and outstanding: 232,636,700 Ordinary shares as of March 31, 2023 and December 31, 2022; | 0 | 0 |
Treasury share at cost (11,640,460 Ordinary shares as of March 31, 2023 and December 31, 2022) | (1,218) | (1,218) |
Additional paid in capital | 101,744 | 101,260 |
Accumulated deficit | (72,572) | (63,819) |
Total shareholders' equity | 27,954 | 36,223 |
Total liabilities and shareholders' equity | $ 35,013 | $ 43,063 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 650,000,000 | 650,000,000 |
Common Stock, Shares, Issued | 232,636,700 | 232,636,700 |
Common Stock, Shares, Outstanding | 232,636,700 | 232,636,700 |
Treasury Stock, Shares | 11,640,460 | 11,640,460 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Operating expenses | |||
Research and development | $ 6,887 | $ 2,745 | |
General and administrative | 2,162 | 2,575 | |
Total operating expenses | 9,049 | 5,320 | |
Financing income, net | (317) | (216) | |
Loss before taxes | 8,732 | 5,104 | |
Taxes on income | 21 | 0 | |
Net loss for the year | $ 8,753 | $ 5,104 | |
Basic loss per Ordinary Share | [1] | $ 0.04 | $ 0.022 |
Diluted loss per Ordinary Share | [1] | $ 0.04 | $ 0.022 |
Weighted average number of Ordinary Shares outstanding, basic | [1] | 220,996,240 | 228,090,300 |
Weighted average number of Ordinary Shares outstanding, diluted | [1] | 220,996,240 | 228,090,300 |
[1]20 Ordinary Shares are equal to 1 American Depositary Share (ADS). |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares [Member] | Treasury share [Member] | Additional paid in capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 0 | $ 97,639 | $ (36,173) | $ 61,466 | |
Beginning balance (In shares) at Dec. 31, 2021 | 228,090,300 | ||||
Share-based compensation | $ 0 | 874 | 0 | 874 | |
Net loss for the period/year | 0 | $ 0 | 0 | (5,104) | (5,104) |
Ending balance at Mar. 31, 2022 | $ 0 | 98,513 | (41,277) | 57,236 | |
Ending balance (in shares) at Mar. 31, 2022 | 228,090,300 | ||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ (1,218) | 101,260 | (63,819) | 36,223 |
Beginning balance (In shares) at Dec. 31, 2022 | 232,636,700 | (11,640,460) | |||
Share-based compensation | $ 0 | $ 0 | 484 | 0 | 484 |
Net loss for the period/year | 0 | (8,753) | (8,753) | ||
Ending balance at Mar. 31, 2023 | $ 0 | $ (1,218) | $ 101,744 | $ (72,572) | $ 27,954 |
Ending balance (in shares) at Mar. 31, 2023 | 232,636,700 | (11,640,460) |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Cash flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss for the period | $ (8,753) | $ (5,104) |
Adjustments for operating activities: | ||
Depreciation | 16 | 13 |
Share-based compensation | 484 | 874 |
Change in other receivables and prepaid expenses | 814 | (363) |
Change in operating lease liability | (3) | 12 |
Change in trade payables | 529 | 151 |
Change in accrued expenses | (214) | 693 |
Change in employees and related expenses | (59) | 13 |
Adjustments for operating activities | 1,567 | 1,393 |
Net cash used in operating activities | (7,186) | (3,711) |
Cash flows from investing activities | ||
Decrease in bank deposits | 14,433 | 2,396 |
Purchase of property and equipment | (1) | (14) |
Net cash provided by investing activities | 14,432 | 2,382 |
Cash flows from financing activities | ||
Net cash provided by financing activities | 0 | 0 |
Change in cash, cash equivalents and restricted cash | 7,246 | (1,329) |
Cash, cash equivalents and restricted cash at beginning of period | 13,596 | 15,241 |
Cash, cash equivalents and restricted cash at end of period | $ 20,842 | $ 13,912 |
General
General | 3 Months Ended |
Mar. 31, 2023 | |
Nature Of Operations Disclosure [Abstract] | |
General | Note 1 - General. A. Chemomab Therapeutics Ltd. (the “Company") is an Israeli-based company incorporated under the laws of the State of Israel in September 2011. The Company’s registered office is located in Kiryat Atidim, Tel Aviv, Israel. The Company is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high-unmet medical need that involve inflammation and fibrosis. B. The Company currently has no products approved for sale. The Company’s operations are funded primarily by its Shareholders. The Company has incurred operating losses in each year since its inception and does not expect to generate significant revenue unless and until it obtains marketing approval for its products. Continuation of the Company’s development programs depend on its future ability to raise sources of financing. The Company believes that its existing liquidity resources as of March 31, 2023 will enable it to fund its operations through June 30, 2024 with the ability to perform cost reductions in order to extend the operations even further, if required to do so. C. On April 30, 2021, the Company entered into an At the Market Offering Agreement (the "ATM Agreement") with Cantor Fitzgerald & Co., ("Cantor"). According to the ATM Agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $75 million through Cantor or the ATM Agreement. From April 30, 2021, through March 31, 2023 the Company issued 699,806 ADSs at an average price of $22.75 per ADS under the ATM Agreement, resulting in gross proceeds of $15,917 thousand. D. On April 25, 2022, the Company filed a prospectus supplement with the SEC for the issuance and sale of up to $18,125,000 of its ADSs in connection with the reactivation of the ATM Facility and pursuant to General Instruction I.B.6 of Form S-3, which, subject to certain exceptions, limits the amount of securities the Company is able to offer and sell under such registration statement to one-third of our unaffiliated public float. During the year ended December 31, 2022, the Company issued 130,505 ADSs at an average price of $2.11 per ADS under the ATM Agreement, resulting in gross proceeds of $275 thousand. On March 22, 2023 the Company filed with the SEC an amendment to registration statement on form S-1/A for the issuance and sale of up to $10 million of its ADSs. Chemomab Therapeutics Inc., a wholly owned subsidiary of the Company, filed an application with the US Internal Revenue Service to carryback net operating losses. The Company received $351 thousand in 2022 and $187 thousand in March 2023. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 - Basis of Presentation and Significant Accounting Policies A. Basis of Preparation The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2023, and its results of operations for the three ended March 31, 2023, and 2022, changes in shareholders’ equity for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and Form 10-Q for the three months ended March 31, 2023 filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. B. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 3 - Contingencies During 2022, the Israeli tax authority ("ITA”) notified the Company that it had initiated a routine VAT audit to include tax years 2017 through 2020. The ITA raised several claims, mainly in respect with the recoverability of VAT with respect to Merger Agreement related expenses and the classification of the Company as a holding company. On July 2022, the ITA proposed a settlement, which the Company rejected. As a result, the ITA issued an assessment. The Company plans to appeal the ITA’s assessment. The Company has recorded a provision in 2022 which is inherently subjective due to the inherent uncertainty of these matters and the judicial process. Therefore, the outcome may differ from the estimated liability recorded by the Company during the period. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Preparation | A. Basis of Preparation The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2023, and its results of operations for the three ended March 31, 2023, and 2022, changes in shareholders’ equity for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and Form 10-Q for the three months ended March 31, 2023 filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. |
Use of estimates | B. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. |
General (Detail Textuals)
General (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 22, 2023 | Apr. 25, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Carryback net operating losses | $ 187 | $ 351 | |||
American Depositary Share ("ADS") [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gross proceeds from sale under agreement | $ 10,000 | ||||
American Depositary Share ("ADS") [Member] | At The Market Offering Agreement With Cantor Fitzgerald & Co. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Aggregate offering price | $ 18,125,000 | $ 75,000 | |||
Shares issued under agreement | 699,806 | 130,505 | |||
Average price of shares issued under agreement | $ 22.75 | $ 2.11 | |||
Gross proceeds from sale under agreement | $ 15,917 | $ 275 |