As filed with the Securities and Exchange Commission on August 15, 2022

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Chemomab Therapeutics Ltd.
(Exact name of Registrant as specified in its charter)
 
State of Israel
 
81-3676773
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
Kiryat Atidim, Building 7
Tel Aviv-Yafo, Israel
 
6158002
(Address of Principal Executive Offices)
 
(Zip Code)

2017 Equity-Based Incentive Plan
(Full Title of the Plan)

Chemomab Therapeutics, Inc.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
(857) 259-4622
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 

Copies to:
 
David S. Glatt
Ronen Bezalel
Jonathan M. Nathan
Meitar | Law Offices
16 Abba Hillel Rd.
Ramat Gan 5250608, Israel
+972 (3) 610-3100

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended.
 
Large accelerated filer
☐
Accelerated filer
☐
 
 
 
 
Non-accelerated filer
☒
Smaller reporting company
☒
 
 
 
 
 
 
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 7(a)(2)(B) of the Securities Act.  ☐
 
EXPLANATORY NOTE
 
This Registration Statement is being filed to register an additional 10,800,000 Ordinary Shares of Chemomab Therapeutics Ltd., formerly known as Anchiano Therapeutics Ltd. (the “Registrant,” “we,” “our,” or “us”) issuable pursuant to the Anchiano Therapeutics Ltd. 2017 Equity-Based Incentive Plan (the “2017 Plan”), representing an automatic annual increase effective as of January 1, 2022 pursuant to the 2017 Plan.
 
Pursuant to Instruction E of Form S-8, the contents of our prior registration statements on Forms S-8 (File Nos. 333-232757, 333-237247 and 333-259489) are incorporated herein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.
 
The 2017 Plan provides that the number of Ordinary Shares available for issuance under the 2017 Plan will automatically increase on January 1 of each calendar year during the term of the 2017 Plan by 4% of the total number of Ordinary Shares outstanding on December 31st of the immediately preceding calendar year, or such lesser number as shall be determined by the Committee (as defined therein), subject to adjustments required for recapitalization events (e.g. stock splits).
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information called for by Items 1 and 2 of Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
 
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2017 Plan as specified by Rule 428(b) under the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The Registrant hereby incorporates by reference in this Registration Statement the following documents:
 
 
(i)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022 (the “Annual Report”);

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(ii)
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 12, 2022;
     
 
(iii)
The Company’s Current Reports on Form 8-K, as filed with the Commission on May 12, 2022 (excluding information furnished pursuant to Item 2.02), June 1, 2022, June 8, 2022, June 21, 2022 and August 12, 2022 (excluding information furnished pursuant to Item 2.02);
     
 
(iv)
the description of the Ordinary Shares and ADSs contained in the Registrant’s registration statement on Form S-4, filed with the SEC on January 13, 2021, and as contained in Exhibit 4.1 of the Annual Report, as may be further updated or amended in any amendment or report filed for such purpose; and
 
 
 
 
(v)
all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report.
 
All documents subsequently filed by the Registrant with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
 
For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any such document or such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4. Description of Securities.
 
Not applicable.
 
Item 5. Interests of Named Experts and Counsel.
 
None.

Item 6. Indemnification of Directors and Officers.

An Israeli company may indemnify an office holder in respect of certain liabilities either in advance of an event or following an event provided that a provision authorizing such indemnification is inserted in its articles of association. Our Articles of Association contain such a provision. An undertaking provided in advance by an Israeli company to indemnify an office holder with respect to a financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court must be limited to events which in the opinion of the Board of Directors can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or a criteria determined by the Board of Directors as reasonable under the circumstances, and such undertaking must detail the abovementioned events and amount or criteria.

In addition, a company may indemnify an office holder against the following liabilities incurred for acts performed as an office holder:
 
 
●
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty (as defined in the Companies Law), was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or in connection with a monetary sanction; and
 
 
 
 
●
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court (i) in proceedings instituted against him or her by the company, on its behalf or by a third party, or (ii) in connection with criminal proceedings in which the office holder was acquitted, or (iii) as a result of a conviction for a crime that does not require proof of criminal intent.
 
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An Israeli company may insure a director or officer against the following liabilities incurred for acts performed as a director or officer:
 
 
●
a breach of duty of care to the company or to a third party, including a breach arising out of the negligent conduct of an office holder;
 
 
 
 
●
a breach of duty of loyalty to the company, provided the director or officer acted in good faith and had a reasonable basis to believe that the act would not prejudice the interests of the company; and
 
 
 
 
●
financial liabilities imposed on the office holder for the benefit of a third party.
 
An Israeli company may not, however, indemnify or insure an office holder against any of the following:
 
 
●
a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
 
 
 
 
●
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
 
 
 
 
●
an act or omission committed with intent to derive unlawful personal benefit; or
 
 
 
 
●
a fine, monetary sanction, penalty or forfeit levied against the office holder.
 
Under the Israeli Companies Law, or the Companies Law, indemnification and insurance of office holders must be approved by our compensation committee, our Board of Directors and, in certain circumstances, by our shareholders. We have obtained directors’ and officers’ liability insurance for the benefit of our office holders and intend to continue to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Companies Law. In addition, we have entered into indemnification agreements with each of our directors providing them with indemnification for liabilities or expenses incurred as a result of acts performed by them in their capacity as our, or our subsidiaries’, directors and officers. This indemnification is limited both in terms of amount and coverage and it covers certain amounts regarding administrative proceedings insurable or indemnifiable under the Companies Law and our Articles of Association. In the opinion of the U.S. Securities and Exchange Commission, however, indemnification of directors and office holders for liabilities arising under the U.S. Securities Act of 1933, as amended, or the Securities Act, is against public policy and therefore unenforceable.
 
Item 7. Exemption from Registration Claimed.
 
Not applicable.
 
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Item 8. Exhibits.
 
Exhibit
Number
  
Exhibit
 
 

 

 
 

 
 

 
 

 
 

 
 

 
*
Filed herewith.
 
Item 9. Undertakings.
 
(a)
The Registrant hereby undertakes:
 
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
   
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
   
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
 
   
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)    The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel, on this 15th day of August, 2022.
 
 
CHEMOMAB THERAPEUTICS LTD.
 
 
By:
/s/ Dale Pfost
 
Name:
Dale Pfost
 
Title:
Chief Executive Officer
 
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POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Dale Pfost and Donald Marvin, jointly and severally, his or her true and lawful attorneys-in-fact and agents with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all supplements amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Dale Pfost
 
Chief Executive Officer, Chairman of the Board of Directors and Director (principal executive officer)
  
August 15, 2022
Dale Pfost
 
 
 
 
 
 
 
 
 
/s/ Donald Marvin
 
Principal financial and accounting Officer
 
August 15, 2022
Donald Marvin
 
 
 
 
 
 
 
 
 
/s/ Adi Mor
 
Director
 
August 15, 2022
Adi Mor
 
 
 
 
 
 
 
 
 
/s/ Nissim Darvish
 
Director
 
August 15, 2022
Nissim Darvish
 
 
 
 
 
 
 
 
 
/s/ Alan Moses
 
Director 
 
August 15, 2022
Alan Moses
 
 
 
 
 
 
 
 
 
/s/ Claude Nicaise
 
Director
 
August 15, 2022
Claude Nicaise
 
 
 
 
 
 
 
 
 
/s/ Neil Cohen
 
Director
 
August 15, 2022
Neil Cohen
 
 
 
 
         
/s/ Jill M. Quigley
 
Director
 
August 15, 2022
Jill M. Quigley
 
 
 
  
 
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AUTHORIZED REPRESENTATIVE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Chemomab Therapeutics Ltd., has signed this registration statement on August 15, 2022.
 
 
CHEMOMAB THERAPEUTICS, INC.
 
 
By:
/s/ Dale Pfost
 
Name:
Dale Pfost
 
Title:
Chief Executive Officer
 
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Exhibit 5.1

 
August 15, 2022
Chemomab Therapeutics Ltd.
Kiryat Atidim, Building 7
Tel Aviv-Yafo, 6158002
Israel

RE: Registration on Form S-8

Ladies and Gentlemen:
 
We have acted as Israeli counsel to Chemomab Therapeutics Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about August 15, 2022 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 10,800,000 of the Company’s ordinary shares, no par value (“Ordinary Shares” and the “Shares”, respectively), resulting from an automatic annual increase as of January 1, 2022, including Shares that may be represented by American Depositary Shares (the “ADSs”), which may be issued under the Anchiano Therapeutics Ltd. 2017 Equity-Based Incentive Plan (the “Plan”).
 
ADSs that represent the Shares will be issued under the Deposit Agreement, dated February 14, 2019, by and among the Company, the Bank of New York Mellon, as depositary (the “Depositary”), and the owners and holders from time to time of ADSs issued thereunder (the “Deposit Agreement”).
 
In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).
 
We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
 
On the basis of the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement (including Shares represented by ADSs), when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the Plan, will be validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
 
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 
Very truly yours,
  
     
 
/s/ Meitar | Law Offices
  

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Chemomab Therapeutics Ltd.:

We consent to the use of our report dated March 30, 2022, with respect to the consolidated financial statements of Chemomab Therapeutics Ltd. incorporated herein by reference.

/s/ Somekh Chaikin
Somekh Chaikin
Member Firm of KPMG International
Tel Aviv, Israel

August 15, 2022

Exhibit 107.1

CALCULATION OF FILING FEE TABLE

FORM S-8
(Form Type)

CHEMOMAB THERAPEUTICS LTD.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Plan
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per Unit (4)
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
2017 Equity-Based Incentive Plan (2)
Equity
Ordinary shares, no par value per share,
Rule 457(c)
and 457(h)
10,800,000 (3)
$0.1785
$1,927,800
$92.70 per million dollars
$178.7
 
Total Offering Amounts
 
$1,927,800
 
$178.7
 
Total Fee Offsets
 
 
 
$—
 
Net Fee Due
 
 
 
$178.7

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the Anchiano Therapeutics Ltd. 2017 Equity-Based Incentive Plan (the “2017 Plan”).

(2) These shares may be represented by ADSs, each of which currently represents twenty (20) Ordinary Shares. ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-192259).

(3) Represents 10,800,000.00 additional ordinary shares, no par value (the “Ordinary Shares”) equal to 540,000 ADSs, authorized for issuance under the 2017 Plan, representing an automatic annual increase effective as of January 1, 2022 pursuant to the 2017 Plan.

(4) Calculated in accordance with Rule 457(h)(1) and 457(c) promulgated under the Securities Act, based on the average of the low and high prices ($3.38 and $3.76) of the Registrant’s ADSs, as reported on the Nasdaq Capital Market on August 9, 2022, as adjusted to reflect the ratio of ADSs to Ordinary Shares as described in footnote (2) above.