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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Chemomab Therapeutics Ltd. (Name of Issuer) |
Ordinary shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
Jean-Marc LeSieur Governors Square, 23 Lime Tree Bay Avenue, PO Box 30852 Grand Cayman, E9, KY1-1204 1345 946 8002 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/07/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HBM Healthcare Investments (Cayman) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
80,971,680.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, no par value per share | |
| (b) | Name of Issuer:
Chemomab Therapeutics Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
KIRYAT ATIDIM, BUILDING 7, Tel Aviv,
ISRAEL
, ISRAEL. | |
Item 1 Comment:
Pursuant to Rule 13d-2 under the Act, this Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 16, 2026 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. HBM Healthcare Investments (Cayman) Ltd. (the "Reporting Person" or "HBM") owns American Depositary Shares ("ADSs") of the Issuer. Each one ADS represents eighty (80) ordinary shares, no par value per share, of the Issuer ("Ordinary Shares"). The Ordinary Shares are registered under Section 12 of the Act, and the ADSs are not deemed a separate class of securities for purposes of calculating beneficial ownership under Section 13(d) of the Act. Accordingly, the Reporting Person's beneficial ownership is reported in this Schedule 13D in terms of Ordinary Shares, not ADSs. However, the CUSIP provided in this statement is the CUSIP for the Issuer's ADSs, because there is no CUSIP number assigned to the Ordinary Shares. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On September 7, 2026, HBM sent formal notice to the Issuer of its election to exercise its Pre-Funded Warrants in order to effectuate its voting obligations under the Shareholder Support Agreement (as defined and described in the Original Schedule 13D). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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