UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 3, 2021

 

Chemomab Therapeutics Ltd.

(Exact name of Registrant as Specified in Its Charter)

 

State of Israel 001-38807
81-3676773
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

Kiryat Atidim, Building 7
 
Tel Aviv, Israel 6158002
(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.  ☐


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b)      On November 29, 2021, Dr. Arnon Aharon notified Chemomab Therapeutics Ltd. (the “Company”) of his resignation as its Chief Medical Officer, which will enter into effect on February 1, 2022. Dr. Aharon indicated his resignation was not as a result of any disagreement with the Company or its board of directors nor any matter related to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On December 3, 2021, the Company issued a press release announcing Dr. Aharon’s resignation as well as the appointment of Dr. David M. Weiner as the Company’s Interim Chief Medical Officer. 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 Number
Exhibit Description

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

2
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: December 3, 2021
By:
/s/ Donald Marvin
 
 
 
Name: Donald Marvin
 
 
 
Title: Executive V.P., Chief Financial Officer and Chief Operating Officer
 
 
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