|
Israel
|
| |
2834
|
| |
81-3676773
|
|
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(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Michal Berkner
Joshua A. Kaufman Cooley LLP 69 Old Broad Street London, UK EC2M 1QS +44 20 7583 4055 |
| |
Aaron M. Lampert
Goldfarb Seligman & Co. Ampa Tower 98 Yigal Alon Street Tel Aviv 6789141, Israel +972 (3) 608-9999 |
| |
Adi Mor
Chief Executive Officer Chemomab Ltd. Kiryat Atidim, Building 7 Tel Aviv 6158002, Israel +972-77-331-0156 |
| |
Shachar Hadar
Ronen Bezalel David S. Glatt Jonathan M. Nathan Meitar | Law Offices 16 Abba Hillel Rd. Ramat Gan 5250608, Israel +972 (3) 610-3100 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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| | | |
Emerging growth company
☒
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CALCULATION OF REGISTRATION FEE
|
| ||||||||||||||||||||||||||||
|
Title of Each Class of
Security Being Registered |
| | |
Amount
to be Registered |
| | |
Proposed
Maximum Offering Price Per Share |
| | |
Proposed
Maximum Aggregate Offering Price |
| | |
Amount of
Registration Fee |
| ||||||||||||
|
Ordinary shares of Anchiano Therapeutics Ltd., no par value per share(1)(2)
|
| | | | | 622,444,113(3) | | | | | | | N/A | | | | | | $ | 643,192(4) | | | | | | $ | 70.18(5)(7) | | |
|
Ordinary shares of Anchiano Therapeutics Ltd., no par value per share(1)(2)
|
| | | | | 371,401,496(6) | | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | |
|
TOTAL
|
| | | | | 993,845,609 | | | | | | | N/A | | | | | | $ | 643,192 | | | | | | $ | 70.18(7) | | |
| | |
Page
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| | | | 1 | | | |
| | | | 14 | | | |
| | | | 23 | | | |
| | | | 28 | | | |
| | | | 29 | | | |
| | | | 82 | | | |
| | | | 84 | | | |
| | | | 88 | | | |
| | | | 113 | | | |
| | | | 124 | | | |
| | | | 126 | | | |
| | | | 137 | | | |
| | | | 147 | | | |
| | | | 182 | | | |
| | | | 192 | | | |
| | | | 201 | | | |
| | | | 210 | | | |
| | | | 213 | | | |
| | | | 215 | | | |
| | | | 225 | | | |
| | | | 230 | | | |
| | | | 237 | | | |
| | | | 244 | | | |
| | | | 246 | | | |
| | | | 248 | | | |
| | | | 250 | | | |
| | | | 250 | | | |
| | | | 250 | | | |
| | | | 252 | | | |
| | | | F-1 | | | |
| | | | F-27 | | | |
| | | | F-40 | | | |
| | | | F-62 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | |
| | |
Page
|
| |||
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | | |
| | | | J-1 | | |
|
Designee
|
| |
Director
|
| |
Age
|
| |
Position(s)
|
|
|
Chemomab Designees
|
| |
Stephen Squinto
|
| |
64
|
| | Chairman of the Board of Directors | |
| | | | Adi Mor | | |
39
|
| |
Chief Executive Officer, Chief Scientific Officer and Director
|
|
| | | |
Nissim Darvish
|
| |
56
|
| | Director | |
| | | | Joel Maryles | | |
61
|
| | Director | |
| | | | Alan Moses | | |
73
|
| | Director | |
| | | | Claude Nicaise | | |
68
|
| | Director | |
| Anchiano Designee | | | Neil Cohen | | |
57
|
| | Director | |
|
Name
|
| |
Position with Anchiano
|
| |
Current Position
|
| |
Age
|
|
| Adi Mor | | | Chief Executive Officer, Chief Scientific Officer and Director | | | Chief Executive Officer, Chief Scientific Officer and Director of Chemomab | | |
39
|
|
| Sigal Fattal | | | Interim Chief Financial Officer | | | Interim Chief Financial Officer of Chemomab | | |
50
|
|
| Arnon Aharon | | | Chief Medical Officer | | | Chief Medical Officer of Chemomab | | |
52
|
|
|
Proposal
Number |
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions |
| |
Effect of
Broker Non-Votes |
|
|
1
|
| | To approve the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of Anchiano ordinary shares, to be represented by ADSs, at the effective time of the Merger to the securityholders of Chemomab. | | | A simple majority of all votes properly cast in person or by proxy at the Special Meeting (not counting “abstentions” or “broker non-votes” as votes cast). | | | None | | | None | |
|
2
|
| | To approve the issuance of such number of Anchiano ordinary shares (including ordinary shares represented by ADSs) in the private placement financing, as described in this proxy statement/prospectus, as would yield at least $30.0 million and up to $50.0 million of aggregate gross proceeds to Anchiano. | | | A simple majority of all votes properly cast in person or by proxy at the Special Meeting (not counting “abstentions” or “broker non-votes” as votes cast). | | | None | | | None | |
|
3
|
| | To approve and adopt Anchiano’s Amended and Restated Articles of Association, attached as Annex E to this proxy statement/prospectus, effective upon the | | | A simple majority of all votes properly cast in person or by proxy at the Special Meeting (not counting “abstentions” or “broker non-votes” as votes cast). | | | None | | | None | |
|
Proposal
Number |
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions |
| |
Effect of
Broker Non-Votes |
|
| | | | effective time of the Merger, which among other things will (i) increase in the registered share capital of Anchiano from 500,000,000 ordinary shares, without par value, to 650,000,000 ordinary shares, without par value, (ii) effect the Reverse Split of Anchiano’s ordinary shares, at a ratio in the range of between 1-for-2 to 1-for-4, inclusive, with such ratio to be determined in the discretion of Anchiano’s board of directors, (iii) amend the manner in which directors are elected to a classified board format, (iv) change the name of Anchiano from “Anchiano Therapeutics Ltd.” to “Chemomab Therapeutics Ltd.” or such other name as may be approved by Chemomab and the Israeli Registrar of Companies and (v) make such other changes as are set forth in the Amended and Restated Articles of Association. | | | | | | | | | | |
|
4
|
| | To approve the form of indemnification agreement for directors and officers of Anchiano, attached as Annex F to this proxy statement/prospectus, or the Indemnification Agreement, effective upon the effective time of the Merger, and to authorize the execution and delivery of such Indemnification Agreement with all directors of Anchiano to be in office immediately following the effective time of the Merger or thereafter elected or appointed to the board of directors of Anchiano. | | | A simple majority of all votes properly cast in person or by proxy at the Special Meeting (not counting “abstentions” or “broker non-votes” as votes cast). | | | None | | | None | |
|
5
|
| | To approve an amendment to Anchiano’s Compensation Policy, attached as Annex J to this proxy statement/prospectus to remove the limit on the annual premium for directors and officers insurance. | | |
A simple majority of all votes properly cast in person or by proxy at the Special Meeting (not counting “abstentions” or “broker non-votes” as votes cast), provided that either:
1. a simple majority of shares voted at the Special Meeting,
|
| | None | | | None | |
|
Proposal
Number |
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions |
| |
Effect of
Broker Non-Votes |
|
| | | | | | | excluding the shares of controlling shareholders, (1) if any, and of shareholders who have a personal interest (2) in the approval of the resolution, are voted “FOR” the resolution; or | | | | | | | |
| | | | | | | 2. the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voing against approval of the resolution does not exceed two percent of the outstanding voting power in the Company. | | | | ||||
|
6
|
| | To approve an amendment to the compensation terms of the current and future directors of Anchiano, and related amendments to Anchiano’s Compensation Policy, included in Annex J to this proxy statement/prospectus. | | |
A simple majority of all votes properly cast in person or by proxy at the Special Meeting (not counting “abstentions” or “broker non-votes” as votes cast), provided that either:
1. a simple majority of shares voted at the Special Meeting, excluding the shares of controlling shareholders, if any, and of shareholders who have a personal interest in the approval of the resolution, are voted “FOR” the resolution; or
2. the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voting against approval of the resolution does not exceed two percent of the outstanding voting power in the Company.
|
| | None | | | None | |
Name
|
| |
Position with Anchiano
|
| |
Age
|
| |
Current Position
|
|
Adi Mor | | |
Chief Executive Officer,
Chief Scientific Officer and Director |
| |
39
|
| | Chief Executive Officer, Chief Scientific Officer and Director of Chemomab | |
Sigal Fattal | | | Interim Chief Financial Officer | | |
50
|
| | Interim Chief Financial Officer of Chemomab | |
Arnon Aharon | | | Chief Medical Officer | | |
52
|
| |
Chief Medical Officer of Chemomab
|
|
Designee
|
| |
Director
|
| |
Age
|
| |
Position(s)
|
|
Chemomab Designees | | |
Stephen Squinto
|
| |
64
|
| | Chairman of the Board of Directors | |
| | | Adi Mor | | |
39
|
| | Chief Executive Officer, Chief Scientific Officer and Director | |
| | |
Nissim Darvish
|
| |
56
|
| | Director | |
| | | Joel Maryles | | |
61
|
| | Director | |
| | | Alan Moses | | |
73
|
| | Director | |
| | | Claude Nicaise | | |
68
|
| | Director | |
Anchiano Designee | | | Neil Cohen | | |
57
|
| | Director | |
Statement of Operations Data
|
| |
For the year ended December 31,
|
| |
Nine months ended September 30,
|
| ||||||||||||||||||
|
2018
|
| |
2019
|
| |
2019
|
| |
2020
|
| ||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 7,514 | | | | | $ | 13,303 | | | | | $ | 12,276 | | | | | $ | 3,609 | | |
General and administrative
|
| | | | 5,521 | | | | | | 6,245 | | | | | | 4,958 | | | | | | 5,126 | | |
Restructuring expense
|
| | | | — | | | | | | 3,350 | | | | | | — | | | | | | 749 | | |
Total operating expenses
|
| | | | 13,035 | | | | | | 22,898 | | | | | | 17,234 | | | | | | 9,484 | | |
Finance (income) expense, net
|
| | | | 457 | | | | | | 4,226 | | | | | | 4,286 | | | | | | (19) | | |
Loss before income taxes
|
| | | | 13,492 | | | | | | 27,124 | | | | | | 21,520 | | | | | | 9,465 | | |
Income taxes, net
|
| | | | 306 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | 13,798 | | | | | $ | 27,124 | | | | | $ | 21,520 | | | | | $ | 9,465 | | |
Basic and diluted loss per share
|
| | | $ | 1.09 | | | | | $ | 0.79 | | | | | $ | 0.64 | | | | | $ | 0.26 | | |
Weighted average number of shares outstanding – basic and diluted
|
| | | | 12,634 | | | | | | 34,446 | | | | | | 33,551 | | | | | | 37,099 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | (415) | | | | | | — | | | | | | | | | | | | — | | |
Total comprehensive loss
|
| | | $ | 13,383 | | | | | $ | 27,124 | | | | | $ | 21,520 | | | | | $ | 9,465 | | |
| | |
As of December 31,
2019 |
| |
As of September 30,
2020 |
| ||||||
| | |
(in thousands)
|
| |||||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash, cash equivalents and short-term investments
|
| | | $ | 17,575 | | | | | $ | 6,768 | | |
Working capital(1)
|
| | | $ | 14,090 | | | | | $ | 5,113 | | |
Total assets
|
| | | $ | 19,755 | | | | | $ | 7,688 | | |
Total stockholders’ equity
|
| | | $ | 14,909 | | | | | $ | 5,350 | | |
| | |
For the year ended December 31,
|
| |
Nine months ended September 30,
|
| ||||||||||||||||||
Statement of Operations Data:
|
| |
2018
|
| |
2019
|
| |
2019
|
| |
2020
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 5,553 | | | | | $ | 5,818 | | | | | $ | 3,543 | | | | | $ | 3,430 | | |
General and administrative
|
| | | | 374 | | | | | | 960 | | | | | | 669 | | | | | | 600 | | |
Total operating expenses
|
| | | | 5,927 | | | | | | 6,778 | | | | | | 4,212 | | | | | | 4,030 | | |
Finance (income) expense, net
|
| | | | (54) | | | | | | 2 | | | | | | 8 | | | | | | (30) | | |
Net loss and comprehensive loss
|
| | | | 5,873 | | | | | | 6,780 | | | | | | 4,220 | | | | | | 4,000 | | |
| | |
As of December 31,
2019 |
| |
As of September 30,
2020 |
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash, cash equivalents and short-term investments
|
| | | $ | 12,259 | | | | | $ | 12,695 | | |
Working capital(1)
|
| | | $ | 12,122 | | | | | $ | 11,882 | | |
Total assets
|
| | | $ | 13,160 | | | | | $ | 13,396 | | |
Total stockholders’ equity
|
| | | $ | 12,373 | | | | | $ | 12,157 | | |
Combined Statement of Operations Data:
|
| |
Year ended
December 31, 2019 |
| |
Nine months ended
September 30, 2020 |
| ||||||
| | |
(in thousands)
|
| |||||||||
Research and development expense
|
| | | $ | 19,121 | | | | | $ | 7,039 | | |
General and administrative expense
|
| | | | 7,205 | | | | | | 5,726 | | |
Restructuring expense
|
| | | | 3,350 | | | | | | 749 | | |
Loss from operations
|
| | | $ | (29,676) | | | | | $ | (13,514) | | |
Net loss attributable to common
|
| | | | | | | | | | | | |
stockholders
|
| | | $ | (33,902) | | | | | $ | (13,465) | | |
Net loss per share, basic and diluted
|
| | | $ | 0.04 | | | | | $ | 0.02 | | |
Combined Balance Sheet Data:
|
| |
As of September 30,
2020 |
| |||
| | |
(in thousands)
|
| |||
Cash and cash equivalents
|
| | | $ | 48,063 | | |
Working capital
|
| | | | 44,050 | | |
Total assets
|
| | | | 50,884 | | |
Accumulated deficit
|
| | | | (24,489) | | |
Total Stockholdes’ equity
|
| | | | 44,563 | | |
| | |
Year ended
December 31, 2019 |
| |
Nine months ended
September 30, 2020 |
| ||||||
Anchiano Historical Per Common Share Data: | | | | | | | | | | | | | |
Basic and diluted net loss per share
|
| | | $ | 0.79 | | | | | $ | 0.26 | | |
Book value per share(1)
|
| | | $ | 0.43 | | | | | $ | 0.14 | | |
Combined Unaudited Pro Forma Per Common Share Data: | | | | | | | | | | | | | |
Basic and diluted net loss per share
|
| | | $ | 0.04 | | | | | $ | 0.02 | | |
Book value per share(2)
|
| | | | | | | | | $ | 0.05 | | |
Chemomab Pro Forma Equivalent Per Common Share Data:(3) | | | | | | | | | | | | | |
Basic and diluted net loss per share
|
| | | $ | 42.30 | | | | | $ | 16.75 | | |
Book value per share
|
| | | | | | | | | $ | 55.42 | | |
Years
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| ||||||||||||||||||||||||
Revenue
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 50.6 | | | | | $ | 70.6 | | | | | $ | 51.7 | | | | | $ | 106.6 | | |
EBIT
|
| | | $ | (18.2) | | | | | $ | (11.2) | | | | | $ | (16.3) | | | | | $ | (15.5) | | | | | $ | 44.7 | | | | | $ | 63.9 | | | | | $ | 43.6 | | | | | $ | 95.9 | | |
Cash Taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 2.1 | | | | | $ | 3.0 | | | | | $ | 10.0 | | | | | $ | 22.1 | | |
NOL Carryforward
|
| | | $ | 43.8 | | | | | $ | 54.9 | | | | | $ | 71.3 | | | | | $ | 86.8 | | | | | $ | 51.0 | | | | | | — | | | | | | — | | | | | | — | | |
Adj. Net Free Cash Flow
|
| | | $ | (18.2) | | | | | $ | (11.2) | | | | | $ | (16.3) | | | | | $ | (15.5) | | | | | $ | 42.7 | | | | | $ | 60.9 | | | | | $ | 33.5 | | | | | $ | 73.8 | | |
Years
|
| |
2029
|
| |
2030
|
| |
2031
|
| |
2032
|
| |
2033
|
| |
2034
|
| |
2035
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 183.3 | | | | | $ | 230.2 | | | | | $ | 234.9 | | | | | $ | 234.9 | | | | | $ | 234.9 | | | | | $ | 234.9 | | | | | $ | 234.9 | | |
EBIT
|
| | | $ | 169.7 | | | | | $ | 214.0 | | | | | $ | 217.6 | | | | | $ | 217.6 | | | | | $ | 217.6 | | | | | $ | 217.6 | | | | | $ | 217.6 | | |
Cash Taxes
|
| | | $ | 39.0 | | | | | $ | 49.2 | | | | | $ | 50.0 | | | | | $ | 50.0 | | | | | $ | 50.0 | | | | | $ | 50.0 | | | | | $ | 50.0 | | |
NOL Carryforward
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adj. Net Free Cash Flow
|
| | | $ | 130.7 | | | | | $ | 164.8 | | | | | $ | 167.5 | | | | | $ | 167.5 | | | | | $ | 167.5 | | | | | $ | 167.5 | | | | | $ | 167.5 | | |
Date announced
|
| |
Acquirer
|
| |
Target
|
|
Apr-20 | | | Horizon Therapeutics plc | | | Curzion Pharmaceuticals, Inc. | |
Jul-19 | | | Altimmune, Inc. | | | Spitfire Pharma, Inc. | |
Apr-19 | | | Novartis AG | | | IFM Therapeutics | |
Aug-16 | | | Allergan plc | | | Akarna Therapeutics Ltd. | |
Jun-16 | | | Merck & Co., Inc. | | | Afferent Pharmaceuticals | |
Apr-16 | | | Gilead Sciences, Inc. | | | Nimbus Apollo, Inc. | |
Oct-15 | | | Roche | | | Adheron Therapeutics | |
May-14 | | | Shire plc | | | Lumena Pharmaceuticals | |
| | |
Director
|
| |
Chairman
|
| ||||||
Board of Directors
|
| | | $ | 50,000 | | | | | $ | 100,000 | | |
Board Committee
|
| | | $ | 15,000 | | | | | $ | 25,000 | | |
| | |
Proposed Actual Cash Fees to be
Paid Following Merger |
| |
Proposed Cash Fee Upper Limit
Under Amendment to Compensation Policy |
| ||||||
Annual Cash Fees: | | | | | | | | | | | | | |
Each board member, other than the Chairman of the
Board |
| | | $ | 35,000 | | | | | $ | 50,000 | | |
Chairman of the Board
|
| |
$65,000
(in addition to this amount, the Chairman may receive annual fees for board committee service) |
| |
$100,000
(this maximum cannot be exceeded even after including any additional fees payable for board committee service) |
| ||||||
Annual Fees for Board Committee Service: | | | | | | | | | | | | | |
Committee Chairpersons:
|
| | | | | | | | | | | | |
Audit Committee
|
| | | $ | 15,000 | | | | | $ | 15,000 | | |
Compensation Committee
|
| | | $ | 10,000 | | | | | $ | 10,000 | | |
Nominating / Governance Committee
|
| | | $ | 8,000 | | | | | $ | 8,000 | | |
Other Committee Members:
|
| | | | | | | | | | | | |
Audit Committee
|
| | | $ | 7,500 | | | | | $ | 7,500 | | |
Compensation Committee
|
| | | $ | 5,000 | | | | | $ | 5,000 | | |
Nominating / Governance Committee
|
| | | $ | 4,000 | | | | | $ | 4,000 | | |
| | |
Proposed Actual Equity
Grant Level for Directors Following Merger |
| |
Proposed Equity
Grant Upper Limit Under Amendment to Compensation Policy |
| ||||||
| | |
(All equity grants are option grants to purchase
the below percentages of the combined company’s issued and outstanding shares on a fully diluted basis) |
| |||||||||
Initial Option Grant (upon initial election to the board of directors): | | | | | | | | | | | | | |
Each board member, other than the Chairman of the Board:
|
| | | | 0.1% | | | | | | 0.1% | | |
Chairman of the Board
|
| | | | 0.2% | | | | | | 0.4% | | |
Annual Option Grant (first annual grant to be allocated one year following
the initial grant): |
| | | | | | | | | | | | |
Each board member, other thanthe Chairman of the Board:
|
| | | | 0.05% | | | | | | 0.05% | | |
Chairman of the Board
|
| | | | 0.1% | | | | | | 0.2% | | |
Preclinical findings
|
| |
Observation
|
|
Ex vivo | | | | |
Antibody dependent cell-cytotoxic (ADCC) and complement dependent cell-cytotoxic (CDC) activity was tested in PBMCs from healthy volunteers | | | CM-101 did not have Fc-related effector functions such as ADCC and CDC | |
Cytokine release was assessed in human whole blood from healthy volunteers. | | | CM-101 did not induce pro-inflammatory cytokine secretion | |
Tissue cross reactivity was evaluated from healthy human tissues. | | | CM-101 does not bind non-specifically to healthy tissues, and therefore is expected to only bind to its target, circulating CCL24 | |
In vivo | | | | |
GLP repeated dose 4-week toxicity study of CM-101 (IV) in mice | | |
1. No obvious treatment related adverse reactions
2. No gross or microscopic pathological findings
3. No cases of treatment related mortality were observed
4. No significant elevation was seen in IL1β, IL2, IL4, IL5, IL10, GM-CSF, IFN and TNFα
|
|
GLP repeated dose (up to 50 mg/kg) 6-month toxicity study of CM-101 (SC) in Cynomolgus Monkey | | |
1. No obvious treatment related adverse reactions
2. No clinical signs or injection site reactions
3. No cases of treatment related mortality were observed
4. Blood and urine tests were found to be within normal ranges for monkeys
5. No treatment-related organ weight changes and no treatment-related necropsy findings
6. No treatment-related histopathology findings
7. Three samples from treated animals were confirmed ADA positive and there was no obvious correlation between positive ADA results and CM-101 serum concentrations or systemic exposure
|
|
Preclinical experiments in models of PSC
|
|
Human hepatic stellate cells demonstrated reduced transition to myofibroblasts following incubation of CM-101 with CCL24. | |
Human hepatic stellate cells showed reduced motility towards CCL24 following treatment with CM-101 | |
CM-101 demonstrated in vivo activity on liver fibrosis and cholangiocytes proliferation induced by bile duct ligation in Sprague Dawley rat model. | |
CM-101 (D8) inhibits the progression of liver fibrosis and bile duct damage in a chronic cholangitis cholestasis model using the hepatobiliary toxin ANIT. | |
CM-101 (D8) reduces liver enzymes, bile acid and circulating inflammatory monocytes in an experimental cholangitis model in MDR2 knock out mice. | |
CM-101 reduces liver enzymes, fibrosis, collagen, and fibrotic gene expression in a TAA-induced liver fibrosis model in rats. | |
CM-101 (D8) prevented fibrosis and inflammation in a TAA-induced liver fibrosis model in mice. | |
Preclinical experiments in models of SSc
|
|
CM-101 reduces SSc serum-induced dermal fibroblast activation and transition to myofibroblasts and interferes with endothelial cell activation. | |
CM-101 treatment attenuated skin fibrotic remodelling in the bleomycin (BLM)-induced dermal fibrosis mouse model. | |
CM-101 attenuated lung fibrosis and inflammation in the bleomycin (BLM)-induced pulmonary fibrosis mouse model. | |
| | |
September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | $ | 1,252 | | | | | $ | 5,565% | | |
General and administrative
|
| | | | 1,125 | | | | | | 1,705% | | |
Restructuring expense
|
| | | | 79 | | | | | | — | | |
Operating loss
|
| | | | (2,456) | | | | | | (7,270)% | | |
Financing (income) expense, net
|
| | | | (7) | | | | | | (102)% | | |
Net loss
|
| | | $ | (2,449) | | | | | $ | (7,168)% | | |
| | |
September 30,
|
| |
Increase/(decrease)
|
| |
September 30,
|
| |
Increase/(decrease)
|
| ||||||||||||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 1,252 | | | | | $ | 5,565 | | | | | $ | (4,313) | | | | | | -78% | | | | | $ | 3,609 | | | | | $ | 12,276 | | | | | $ | (8,667) | | | | | | -71% | | |
General and administrative
|
| | | | 1,125 | | | | | | 1,705 | | | | | | (580) | | | | | | -34% | | | | | | 5,126 | | | | | | 4,958 | | | | | | 168 | | | | | | 3% | | |
Restructuring expense
|
| | | | 79 | | | | | | — | | | | | | 79 | | | | | | — | | | | | | 749 | | | | | | — | | | | | | 749 | | | | | | — | | |
Operating loss
|
| | | | (2,456) | | | | | | (7,270) | | | | | | (4,814) | | | | | | 66% | | | | | | (9,484) | | | | | | (17,234) | | | | | | (7,750) | | | | | | 45% | | |
Financing (income) expense, net
|
| | | | (7) | | | | | | (102) | | | | | | 95 | | | | | | -93% | | | | | | (19) | | | | | | 4,286 | | | | | | (4,305) | | | | | | -100% | | |
Net loss
|
| | | $ | (2,449) | | | | | $ | (7,168) | | | | | $ | (4,719) | | | | | | 66% | | | | | $ | (9,465) | | | | | $ | (21,520) | | | | | $ | (12,055) | | | | | | 56% | | |
| | |
Nine months ended
September 30, |
| |
Increase/(decrease)
|
| | ||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| | | | ||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | | |||||||||||
Net cash used in operating activities
|
| | | $ | (11,022) | | | | | $ | (10,544) | | | | | $ | 478 | | | | | | 5% | | | | ||
Net cash provided by (used in) investing activities
|
| | | | 85 | | | | | | (346) | | | | | | (431) | | | | | | -125% | | | | ||
Net cash provided by financing activities
|
| | | | — | | | | | | 26,621 | | | | | | (26,621) | | | | | | -100% | | | | ||
Net increase (decrease) in cash, cash equivalents and restricted
cash |
| | | $ | (10,937) | | | | | $ | 15,731 | | | | | $ | (26,668) | | | | | | -170% | | | |
| | |
Fiscal Year Ended
December 31, |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Net cash used in operating activities
|
| | | $ | (16,458) | | | | | $ | (14,223) | | |
Net cash used in investing activities
|
| | | | (95) | | | | | | (213) | | |
Net cash provided by financing activities
|
| | | | 26,621 | | | | | | 20,619 | | |
Net increase in cash and cash equivalents
|
| | | $ | 10,068 | | | | | $ | 6,183 | | |
| | |
Operating
Lease |
| |||
Remainder of 2020
|
| | | $ | 71 | | |
2021
|
| | | | 189 | | |
2022
|
| | | | 16 | | |
Total
|
| | | $ | 276 | | |
| | |
Nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
In thousands
|
| |||||||||
Research and development expenses, net
|
| | | $ | 3,430 | | | | | | 3,543 | | |
General and administrative expenses
|
| | | | 600 | | | | | | 669 | | |
Operating Loss
|
| | | | 4,030 | | | | | | 4,212 | | |
Financial expenses (income), net
|
| | | | (30) | | | | | | 8 | | |
Loss for the Period
|
| | | $ | 4,000 | | | | | | 4,220 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
| | |
In thousands
|
| |||||||||
Research and development expenses, net
|
| | | $ | 5,818 | | | | | | 5,553 | | |
General and administrative expenses
|
| | | | 960 | | | | | | 374 | | |
Operating Loss
|
| | | | 6,778 | | | | | | 5,927 | | |
Financial (Income) expenses, net
|
| | | | 2 | | | | | | (54) | | |
Loss for the Year
|
| | | $ | 6,780 | | | | | | 5,873 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | | | | | | | | | | | | | |
In thousands
|
| |||||||||
Net cash used in operating activities
|
| | | | (3,687) | | | | | | (3,481) | | | | | $ | (6,628) | | | | | $ | (5,430) | | |
Net cash used in investing activities
|
| | | | (59) | | | | | | (2) | | | | | | (3) | | | | | | (95) | | |
Net cash provided by financing activities
|
| | | | 4,187 | | | | | | — | | | | | | 14,077 | | | | | | — | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 441 | | | | | | (3,483) | | | | | $ | 7,446 | | | | | $ | (5,525) | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 Year |
| |
1 to 3
Years |
| |
4 to 5
Years |
| |
More than
5 Years |
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Operating and related lease commitments
|
| | | $ | 416 | | | | | | 65 | | | | | | 204 | | | | | | 147 | | | | | | — | | |
Commitments to sub-contractor
|
| | | $ | 223 | | | | | | 168 | | | | | | 55 | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 639 | | | | | | 233 | | | | | | 259 | | | | | | 147 | | | | | | — | | |
Grant Date
|
| |
Number of
Shares Subject to Options Granted |
| |
Per Share
Exercise Price of Options |
| |
Fair Value
of Ordinary Shares on Grant Date |
| |
Per Share
Estimated Fair Value of Options |
| ||||||||||||
November 19, 2015
|
| | | | 524 | | | | | | 8.6 | | | | | | 8.6 | | | | | | 6.28 | | |
September 13, 2016
|
| | | | 3,278 | | | | | | 10.28 | | | | | | 10.28 | | | | | | 7.52 | | |
October 28, 2016
|
| | | | 5,376 | | | | | | 10.28 | | | | | | 10.28 | | | | | | 7.5 | | |
March 12, 2017
|
| | | | 656 | | | | | | 10.28 | | | | | | 10.28 | | | | | | 7.52 | | |
November 20, 2017
|
| | | | 2,915 | | | | | | 19.11 | | | | | | 19.11 | | | | | | 14.21 | | |
December 4, 2017
|
| | | | 1,032 | | | | | | 19.11 | | | | | | 19.11 | | | | | | 14.22 | | |
March 15, 2018
|
| | | | 10,239 | | | | | | 19.11 | | | | | | 19.11 | | | | | | 13.66 | | |
October 11, 2018
|
| | | | 1,503 | | | | | | 19.11 | | | | | | 19.11 | | | | | | 13.72 | | |
October 22, 2018
|
| | | | 4,095 | | | | | | 19.11 | | | | | | 19.11 | | | | | | 13.18 | | |
September 30, 2019
|
| | | | 1,421 | | | | | | 20.8 | | | | | | 20.8 | | | | | | 13.63 | | |
December 16, 2019
|
| | | | 2,044 | | | | | | 20.8 | | | | | | 20.8 | | | | | | 15.97 | | |
December 16, 2019
|
| | | | 4,817 | | | | | | 20.8 | | | | | | 20.8 | | | | | | 15.66 | | |
March 17, 2020
|
| | | | 584 | | | | | | 20.8 | | | | | | 20.8 | | | | | | 15.53 | | |
September 17, 2020
|
| | | | 876 | | | | | | 20.8 | | | | | | 20.8 | | | | | | 15.78 | | |
November 12, 2020
|
| | | | 4,079 | | | | | | 19.05 | | | | | | 19.05 | | | | | | 15.1 | | |
November 12, 2020
|
| | | | 628 | | | | | | 19.05 | | | | | | 19.05 | | | | | | 14.35 | | |
November 19, 2020
|
| | | | 3,138 | | | | | | 19.05 | | | | | | 19.05 | | | | | | 14.56 | | |
Designee
|
| |
Director
|
| |
Age
|
| |
Position(s)
|
|
Chemomab Designees | | | Stephen Squinto | | |
64
|
| | Chairman of the Board of Directors | |
| | | Adi Mor | | |
39
|
| | Chief Executive Officer, Chief Scientific Officer and Director | |
| | | Nissim Darvish | | |
56
|
| | Director | |
| | | Joel Maryles | | |
61
|
| | Director | |
| | | Alan Moses | | |
73
|
| | Director | |
| | | Claude Nicaise | | |
68
|
| | Director | |
Anchiano Designee | | | Neil Cohen | | |
57
|
| | Director | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Adi Mor | | |
39
|
| | Chief Executive Officer, Chief Scientific Officer and Director | |
Sigal Fattal | | |
50
|
| | Interim Chief Financial Officer | |
Arnon Aharon | | |
52
|
| | Chief Medical Officer | |
(in thousands)
|
| |
Salary, Fees
and Related Benefits |
| |
Pension,
Retirement and Other Similar Benefits |
| |
Share Based
Compensation |
| |||||||||
All directors and senior management as a group, consisting of 6 persons
|
| | | $ | 671 | | | | | $ | 78 | | | | | $ | 91 | | |
Participants
|
| |
Series C
Preferred Stock |
| |||
5% or Greater Stockholders(1) | | | | | | | |
OrbiMed Israel Partners Limited Partnership
|
| | | | 56,883 | | |
Rivendell Investments 2017-9 LLC
|
| | | | 34,130 | | |
SBI JI Innovation Fund
|
| | | | 11,377 | | |
Milestone View Limited
|
| | | | 22,753 | | |
Apeiron SICAV Ltd. – Presight Capital Fund One
|
| | | | 34,130 | | |
Boryung Pharmaceuticals Ltd.
|
| | | | 34,130 | | |
Director
|
| |
Principal Shareholder
|
|
Nissim Darvish | | | OrbiMed Israel Partners Limited Partnership | |
David Ben Ami | | | SBI JI Innovation Fund | |
Jason Camm | | | Rivendell Investments 2017-9 LLC | |
| | |
Held Prior to the Merger
|
| |
Received in
the Merger(1) |
| |
Held After the Merger
|
| |||||||||||||||||||||
Name of Selling Shareholder
|
| |
Number of
Anchiano ordinary shares beneficially owned |
| |
Percent of
Anchiano ordinary shares outstanding |
| |
Maximum
number of Anchiano ordinary shares received in the Merger |
| |
Number of
Anchiano ordinary shares beneficially owned(1) |
| |
Percent of
Anchiano ordinary shares outstanding(2) |
| |||||||||||||||
OrbiMed Israel Partners Limited
Partnership |
| | | | — | | | | | | — | | | | | | 183,200,301 | | | | | | 183,200,301 | | | | | | 23.92% | | |
Rivendell Investments 2017-9
|
| | | | — | | | | | | — | | | | | | 70,237,809 | | | | | | 70,237,809 | | | | | | 9.17% | | |
Kobi George
|
| | | | — | | | | | | — | | | | | | 43,857,600 | | | | | | 43,857,600 | | | | | | 5.71% | | |
Adi Mor
|
| | | | — | | | | | | — | | | | | | 59,207,040 | | | | | | 59,207,040 | | | | | | 7.66% | | |
Arnon Aharon
|
| | | | — | | | | | | — | | | | | | 3,274,245 | | | | | | 3,274,245 | | | | | | * | | |
Stephen Squinto
|
| | | | — | | | | | | — | | | | | | 10,622,005 | | | | | | 10,622,005 | | | | | | 1.37% | | |
Nissim Darvish
|
| | | | — | | | | | | — | | | | | | 809,815 | | | | | | 809,815 | | | | | | * | | |
Neil Cohen
|
| | | | 107,045 | | | | | | * | | | | | | — | | | | | | 192,681 | | | | | | * | | |
Total
|
| | | | 107,045 | | | | | | * | | | | | | 371,208,815 | | | | | | 371,401,496 | | | | | | 47.21% | | |
| | |
CHEMOMAB
LTD. |
| |
ANCHIANO
THERAPEUTICS LTD. |
| |
Pro Forma
Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,695 | | | | | $ | 6,768 | | | | | $ | 28,600 | | | | |
|
C
|
| | | | $ | 48,063 | | |
Prepaid expenses and other
|
| | | | 74 | | | | | | 620 | | | | | | — | | | | | | | | | | | | 694 | | |
Asset held for sale
|
| | | | — | | | | | | — | | | | | | 1,200 | | | | |
|
D
|
| | | | | 1,200 | | |
Total current assets
|
| | | | 12,769 | | | | | | 7,388 | | | | | | 29,800 | | | | | | | | | | | | 49,957 | | |
Property and equipment, net
|
| | | | 158 | | | | | | 15 | | | | | | — | | | | | | | | | | | | 173 | | |
Operating lease right-of-use
|
| | | | 416 | | | | | | 234 | | | | | | — | | | | | | | | | | | | 650 | | |
Other non-current assets
|
| | | | 53 | | | | | | 51 | | | | | | — | | | | | | | | | | | | 104 | | |
Total assets
|
| | | $ | 13,396 | | | | | $ | 7,688 | | | | | $ | 29,800 | | | | | | | | | | | $ | 50,884 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade payables
|
| | | $ | 368 | | | | | $ | 482 | | | | | $ | — | | | | | | | | | | | $ | 850 | | |
Accrued expenses and other
|
| | | | 454 | | | | | | 1,620 | | | | | | 2,745 | | | | |
|
B
|
| | | | | 4,819 | | |
Operating lease liability
|
| | | | 65 | | | | | | 173 | | | | | | — | | | | | | | | | | | | 238 | | |
Total current liabilities
|
| | | | 887 | | | | | | 2,275 | | | | | | 2,745 | | | | | | | | | | | | 5,907 | | |
Non-current operating lease liability
|
| | | | 352 | | | | | | 62 | | | | | | — | | | | | | | | | | | | 414 | | |
Total liabilities
|
| | | | 1,239 | | | | | | 2,337 | | | | | | 2,745 | | | | | | | | | | | | 6,321 | | |
Shareholders’ equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | (*) | | | | | | (*) | | | | | | — | | | | | | | | | | | | — | | |
Preferred A shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Convertible preferred A shares and Warrants
for Convertible preferred A shares of $0.003 par value – Authorized: 128,548 shares at September 30, 2020. Issued and outstanding: 116,979 shares at September 30, 2020. |
| | | | 5,630 | | | | | | | | | | | | (5,630) | | | | |
|
A
|
| | | | | — | | |
Preferred B shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Convertible preferred B shares of $0.003 par value – Authorized: 113,763 shares at September 30, 2020. Issued and outstanding: 113,763 shares at September 30, 2020 .
|
| | | | 9,791 | | | | | | | | | | | | (9,791) | | | | |
|
A
|
| | | | | — | | |
Preferred C shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Convertible C shares of $0.003 par value – Authorized: 227,532 shares at September 30, 2020. Issued and outstanding: 199,091 shares at September 30, 2020.
|
| | | | 17,484 | | | | | | | | | | | | (17,484) | | | | |
|
A
|
| | | | | — | | |
Additional paid-in capital
|
| | | | 996 | | | | | | 119,375 | | | | | | (54,064) | | | | |
|
E
|
| | | | | 66,307 | | |
Currency traslation differences reserve
|
| | | | — | | | | | | 872 | | | | | | (872) | | | | |
|
E
|
| | | | | — | | |
Accumulated deficit
|
| | | | (21,744) | | | | | | (114,896) | | | | | | 114,896 | | | | |
|
E
|
| | | | | (21,744) | | |
Total shareholders’ equity
|
| | | | 12,157 | | | | | | 5,351 | | | | | | 27,055 | | | | | | | | | | | | 44,563 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 13,396 | | | | | $ | 7,688 | | | | | $ | 29,800 | | | | | | | | | | | $ | 50,884 | | |
| | |
CHEMOMAB
LTD. |
| |
ANCHIANO
THERAPEUTICS LTD. |
| |
Pro Forma
Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 3,430 | | | | | $ | 3,609 | | | | | $ | — | | | | | | | | | | | $ | 7,039 | | |
General and administrative
|
| | | | 600 | | | | | | 5,126 | | | | | | — | | | | | | | | | | | | 5,726 | | |
Restructuring expense
|
| | | | — | | | | | | 749 | | | | | | — | | | | | | | | | | | | 749 | | |
Total operating expenses
|
| | | | 4,030 | | | | | | 9,484 | | | | | | — | | | | | | | | | | | | 13,514 | | |
Finance (income) expense, net
|
| | | | (30) | | | | | | (19) | | | | | | — | | | | | | | | | | | | (49) | | |
Loss before income taxes
|
| | | | (4,000) | | | | | | (9,465) | | | | | | — | | | | | | | | | | | | (13,465) | | |
Income taxes, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (4,000) | | | | | $ | (9,465) | | | | | $ | — | | | | | | | | | | | $ | (13,465) | | |
Basic and diluted loss per common share
|
| | | $ | — | | | | | $ | 0.26 | | | | | | | | | | | | F | | | | | $ | 0.02 | | |
Weighted average common shares outstanding,
basic and diluted |
| | | | — | | | | | | 37,099 | | | | | | | | | | | | | | | | | | 827,360 | | |
| | |
CHEMOMAB
LTD. |
| |
ANCHIANO
THERAPEUTICS LTD. |
| |
Pro Forma
Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| |||||||||||||||
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 5,818 | | | | | $ | 13,303 | | | | | $ | — | | | | | | | | | | | $ | 19,121 | | |
General and administrative
|
| | | | 960 | | | | | | 6,245 | | | | | | — | | | | | | | | | | | | 7,205 | | |
Restructuring expense
|
| | | | — | | | | | | 3,350 | | | | | | — | | | | | | | | | | | | 3,350 | | |
Total operating expenses
|
| | | | 6,778 | | | | | | 22,898 | | | | | | — | | | | | | | | | | | | 29,676 | | |
Finance (income) expense, net
|
| | | | 2 | | | | | | 4,224 | | | | | | — | | | | | | | | | | | | 4,226 | | |
Loss before income taxes
|
| | | | (6,780) | | | | | | (27,122) | | | | | | — | | | | | | | | | | | | (33,902) | | |
Income taxes, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (6,780) | | | | | $ | (27,122) | | | | | $ | — | | | | | | | | | | | $ | (33,902) | | |
Basic and diluted loss per common share
|
| | | $ | — | | | | | $ | 0.79 | | | | | | | | | | | | F | | | | | $ | 0.04 | | |
Weighted average common shares outstanding,
basic and diluted |
| | | | — | | | | | | 34,446 | | | | | | | | | | | | | | | | | | 824,707 | | |
|
Fully-diluted shares of Anchiano as of September 30, 2020(i)
|
| | | | 69,160,457 | | |
|
Divided by the assumed Anchiano ownership precentage of combined organization
|
| | | | 10% | | |
|
Estimated fully-diluted adjusted total shares of common stock of combined organization
|
| | | | 691,604,570 | | |
|
Less: fully-dilutes shares of Anchiano as of September 30, 2020
|
| | | | -69,160,457 | | |
|
Total fully-diluted shares of combines organization to be allocated to Chemomab securityholders
|
| | | | 622,444,113 | | |
(amounts in thousands, except share amounts)
|
| |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Currency
traslation differences reserve |
| |
Accumulated
Deficit |
| |
Total
stockholders’ Equity |
| |||||||||||||||||||||||||||||||||
|
Chemomab
|
| | | | | | | |
Anchiano
|
| | | | | | | ||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||
(i) Conversion of outstanding Chemomab preferred stock into common stock
|
| | | | 441,402 | | | | | | (*) | | | | | | — | | | | | | — | | | | | $ | — | | | | | | | | | | | | — | | | | | | — | | |
(ii) Payment of transaction costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,745) | | | | | | | | | | | | — | | | | | | (2,745) | | |
(iii) Issuance of ordinary shares under the Crossover Round Waiver
|
| | | | | | | | | | | | | | | | 29,495,807 | | | | | | (*) | | | | | | | | | | | | | | | | | | | | | | | | — | | |
(iv) Elimination of Anchiano’s historical
equity carrying value |
| | | | | | | | | | | | | | | | (66,595,159) | | | | | | (*) | | | | | | (119,375) | | | | | | (872) | | | | | | 114,896 | | | | | | (5,351) | | |
(v) Exchange of outstanding Chemomab common stock into Anchiano common stock
|
| | | | (590,896) | | | | | | (*) | | | | | | 622,444,113 | | | | | | (*) | | | | | | | | | | | | | | | | | | | | | | | | — | | |
(vi) Reverse recapitalization
|
| | | | | | | | | | | | | | | | 66,595,159 | | | | | | | | | | | | 6,551 | | | | | | | | | | | | | | | | | | 6,551 | | |
(vii) Chemomab Financing
|
| | | | | | | | | | | | | | | | 138,320,914 | | | | | | (*) | | | | | | 28,600 | | | | | | | | | | | | | | | | | | 28,600 | | |
Pro forma adjustments
|
| | | | (149,494) | | | | | | (*) | | | | | | 790,260,834 | | | | | | (*) | | | | | | (86,969) | | | | | | (872) | | | | | | 114,896 | | | | | | 27,055 | | |
| | |
Year ended
December 31, 2019 |
| |
Nine months ended
September 30, 2020 |
| ||||||
Historical Anchiano weighted average shares of common stock outstanding
|
| | | | 34,445,749 | | | | | | 37,099,352 | | |
Anchiano shares to be issued to Chemomab common stockholders
|
| | | | 790,260,834 | | | | | | 790,260,834 | | |
Total weighted-average shares outstanding
|
| | | | 824,706,583 | | | | | | 827,360,186 | | |
Persons depositing or withdrawing ordinary shares or
ADS holders must pay |
| |
For
|
|
$5.00 (or less) per 100 ADSs (or portion
of 100 ADSs) |
| | Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
$.05 (or less) per ADS | | | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
$.05 (or less) per ADS per calendar year | | | Depositary services | |
Persons depositing or withdrawing ordinary shares or
ADS holders must pay |
| |
For
|
|
Registration or transfer fees | | | Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares | |
Expenses of the depositary | | |
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
|
|
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | | | As necessary | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
Authorized Share Capital | | | The authorized share capital of Chemomab is NIS 100,000 divided into 10,000,000,000 shares divided into the following four classes of shares: (i) 9,530,157 ordinary shares, nominal value NIS 0.01 per share; (ii) 128,548 Preferred A Shares, nominal value NIS 0.01 per share; (iii) 113,763 Preferred B Shares, nominal value NIS 0.01 per share, and (iv) 227,532 Preferred C Shares, nominal value NIS 0.01 per share. An increase or decrease to Chemomab’s authorized share capital requires the approval (by vote or written consent) of Chemomab’s preferred shareholders holding shares conferring more than fifty percent (50%) of the voting power of the Chemomab’s preferred shares (the “Chemomab Preferred Majority”). | | | Assuming no reverse split is effected, the authorized share capital of the company is 650,000,000 ordinary shares without par value. An increase or decrease to company’s authorized share capital requires a shareholders’ resolution. | |
Number of Directors | | | Under the Chemomab articles, the number of directors is five (5), and three (3) of the directors are appointed by Chemomab’s | | | Under the articles of association, the number of directors is not less than three (3) nor more than eleven (11), including external | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
| | | preferred shareholders. | | | directors (if any were elected) as may be fixed from time to time by resolution of the Board of Directors. | |
Shareholder Nominations and Proposals | | | Under the the Companies Law, any shareholder(s) holding at least 1% of the voting rights of the company may request that the Board of Directors (i) include a matter on the agenda of a General Meeting, provided that the Board of Directors determines that the matter is appropriate to be considered at a General Meeting or (ii) include on the agenda of a General Meeting a nomination of a person to be proposed for election as a Director. | | | Any shareholder(s) holding at least 1% of the voting rights of the company may request, subject to the Companies Law and the conditions set forth in the articles of association, that the Board of Directors (i) include a matter on the agenda of a General Meeting, provided that the Board of Directors determines that the matter is appropriate to be considered at a General Meeting or (ii) include on the agenda of a General Meeting a nomination of a person to be proposed for election as a Director. In the event of a contested election, the method of calculation of the votes and the manner in which the resolutions will be presented to the General Meeting shall be determined by the board of directors in its discretion. If the board makes no such determination, individual directors will be elected by a plurality of the voting power represented at the General Meeting and voting on the election of directors (which means that the nominees receiving the largest number of “for” votes will be elected). | |
Classified Board of Directors | | | No equivalent provision. | | | The articles of association provide that the board of directors shall be divided into three classes, with each class of directors serving for a term of three years. | |
Removal of Directors and Vacancies | | | Appointment, removal and replacement of Chemomab’s directors is effected by furnishing written notification to Chemomab by those entitled to appoint said directors (according to the appointment rights expressed in Chemomab’s articles), and becomes effective on the date fixed in such notice. | | | The board of directors (and, if so determined by the board of directors the General Meeting) may at any time and from time to time appoint any person as a director to fill a vacancy (whether such vacancy is due to a director no longer serving or due to the number of directors serving being less than the maximum number of | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
| | | | | |
directors set forth in the articles.
Directors may be removed by a resolution adopted at a General Meeting by a majority of at least 65% of the total voting power of the company’s shareholders (with such removal becoming effective on the date fixed in such resolution).
|
|
Special Meeting of the Shareholders | | | Chemomab’s articles provide that the Chemomab board of directors may whenever it sees fit convene an extraordinary (special) general meeting, and, as provided in the Companies Law, it shall be obliged to do so upon (i) the request of two directors or one quarter of the serving directors; (ii) the request of one or more shareholders holding at least five percent of Chemomab’s issued and outstanding share capital and one percent or more of Chemomab’s voting rights; or (iii) the demand of one or more shareholders holding at least five percent of Chemomab’s voting rights. | | | The board of directors may, at its discretion, convene a Special General Meeting at such time and place, within or outside of the State of Israel, as may be determined by the board of directors. | |
Quorum for General Meeting | | | Two or more shareholders present in person or by proxy and holding shares conferring in the aggregate at least a majority of the voting power of the company. | | | Two or more shareholders present in person or by proxy and holding shares conferring in the aggregate at least thirty-three percent (33%)” of the voting power of the company, and then add at the end of this sentence please add:”; provided, that if the company shall then be a foreign private issuer, for a meeting initiated and convened by the board of directors, the quorum shall instead be two or more shareholders present in person or by proxy holding shares conferring in the aggregate at least thirty-three and one-third percent (33 1/3%) of the voting power of the company. | |
Voting Shares | | | The Chemomab articles provide that the holder of record of ordinary shares shall have one vote for every such share, and in the case of a preferred | | | Every shareholder is entitled to one vote for each share held by the shareholder of record, on every resolution. | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
| | | shareholder, a vote in an amount equal to the number of ordinary shares into which the preferred shares held by such shareholder of record could be converted (in accordance with the conversion rights set forth below). | | | | |
Bring Along | | | Subject to certain exceptions set forth in the Chemomab articles, if at any time prior to an initial public offering, Chemomab shareholders holding at least fifty percent (50%) of its issued and outstanding shares on an as-converted basis (including holdings of the Chemomab Preferred Majority) have approved a transaction regarding a sale, whether a purchase, merger or otherwise, of all their securities in Chemomab, and such transaction is conditioned upon the sale of all remaining securities of Chemomab, or there is a deemed liquidation event (as defined therein), the remaining shareholders of Chemomab shall vote all such remaining shares in favor of such transaction. | | | No equivalent provision. | |
Shareholder Action by Written Consent | | | Subject to certain restrictive provisions and veto rights set forth in Chemomab’s articles, Chemomab’s articles allows its shareholders to adopt a resolution in lieu of a meeting provided that all of Chemomab’s shareholders then entitled to attend and vote at such shareholders meeting have signed such written consent. | | | Under the Companies Law, shareholders are not permitted to take action via written consent in lieu of a meeting. | |
Notice of Shareholder Meeting | | | According to Chemomab’s articles, a shareholders meeting requires prior notice of not less than seven (7) days | | | The Companies Law requires that notice of any annual general meeting or special general meeting be provided to shareholders at least 14 days prior to the meeting and if the agenda of the meeting includes (among other things) the appointment or removal of directors, the approval of transactions with directors or officers or interested or related parties, or an approval of a merger, notice must be provided at | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
| | | | | |
least 35 days prior to the meeting.
|
|
Conversion Rights and Protective Provisions | | |
Chemomab’s articles include customary conversion rights whereby a preferred shareholder is either (i) entitled to convert its preferred shares into ordinary shares at its option, or (ii) required to convert its preferred shares upon either (a) a qualified IPO (as defined in Chemomab’s articles), or (b) the written consent of the Chemomab Preferred Majority.
Furthermore, Chemomab’s articles set forth an exhaustive list of certain corporate actions that cannot be approved absent the approval (by vote or written consent) of the Chemomab Preferred Majority, including, but not limited to, amendments to Chemomab’s articles that adversely affect a preferred shareholder, increases to the authorized number of ordinary or preferred shares of Chemomab, approval of a liquidation event, issuances of ordinary shares, increases to the size of the Chemomab board of directors, or payment of dividends or other distributions.
|
| | No equivalent provision. | |
Right of First Refusal and Right of Co-Sale | | | Except for transfers between permitted transferees (as defined in Chemomab’s articles), if any founder of Chemomab, key employee of Chemomab (as defined in the Chemomab articles) or any holder of ordinary shares holding at least 1% of Chemomab’s issued and outstanding shares on an as-converted basis (each a “Chemomab Selling Shareholder”) desires to transfer shares (either voluntary or involuntary), such Chemomab Selling Shareholder must first give written notice to Chemomab and, thereafter, notify all preferred shareholders of Chemomab. Following receipt of the foregoing | | | No equivalent provision. | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
| | |
notice, the preferred shareholders of Chemomab are entitled to customary rights of first refusal in connection with the Chemomab Selling Shareholder’s contemplated transfer.
In addition, and subject to the foregoing right of first refusal, preferred shareholders of Chemomab are entitled to customary rights of co-sale in connection with a proposed share transfer by a Chemomab Selling Shareholder, whereby such preferred shareholder of Chemomab has the right to participate on a pro-rata basis in the proposed transfer.
|
| | | |
Forum Selection | | | No equivalent provision. | | | The articles of association provide that unless the company consents in writing, (a) the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; and (b), the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company to the company or the company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law. | |
Indemnification | | | Chemomab’s articles provide that Chemomab may, subject and pursuant to the provisions of the Companies Law or any other additionally applicable law, indemnify, retroactively and in advance, a director or officer of Chemomab for certain liabilities and expenses incurred by him or her arising from or as a result of any act (or omission) carried out | | | The articles of association provide that the company may, subject and pursuant to the provisions of the Companies Law or any other additionally applicable law, indemnify, retroactively and in advance, a director or officer of the company for certain liabilities and expenses incurred by him or her arising from or as a result of any act (or omission) carried out | |
Provision
|
| |
Chemomab (Pre-Merger)
|
| |
Anchiano (Post-Merger)
|
|
| | | by him or her as a director or officer of Chemomab and which is indemnifiable pursuant to applicable law, to the extent permitted by law. The Companies Law provides that undertakings to indemnify a director or officer for such liabilities (but not for such legal expenses) be limited to specified foreseeable events and to reasonable maximum amounts. | | | by him or her as a director or officer of the company and which is indemnifiable pursuant to applicable law, to the extent permitted by law. The Companies Law provides that undertakings to indemnify a director or officer for such liabilities (but not for such legal expenses) be limited to specified foreseeable events and to reasonable maximum amounts. | |
Dividends Declaration and Payment of Dividends | | | According to the Companies Law, a company may make distributions (including dividends and share repurchase) only out of its “profits,” as such term is defined in the Companies Law, as of the end of the most recent fiscal year or as accrued over a period of two years, whichever is higher. Subject to the restrictive provisions in Chemomab’s articles (as set forth above), the board of directors of Chemomab is authorized to declare dividends, provided that there is no reasonable concern that payment of the dividend will prevent Chemomab from satisfying its existing and foreseeable obligations as they become due. Notwithstanding the foregoing, dividends may be paid with the approval of a court, provided that there is no reasonable concern that payment of the dividend will prevent Chemomab from satisfying its existing and foreseeable obligations as they become due. Profits, for purposes of the Companies Law, means the greater of retained earnings or earnings accumulated during the preceding two years, after deduction of previous distributions that were not already deducted from the surpluses, as evidenced by financial statements prepared no more than six months prior to the date of distribution. | | | According to the Companies Law, a company may make distributions (including dividends and share repurchase) only out of its “profits,” as such term is defined in the Companies Law, as of the end of the most recent fiscal year or as accrued over a period of two years, whichever is higher. The articles of association provide that the board of directors is authorized to declare dividends as permitted by the Companies Law. Notwithstanding the foregoing, dividends may be paid with the approval of a court, provided that there is no reasonable concern that payment of the dividend will prevent the company from satisfying its existing and foreseeable obligations as they become due. Profits, for purposes of the Companies Law, means the greater of retained earnings or earnings accumulated during the preceding two years, after deduction of previous distributions that were not already deducted from the surpluses, as evidenced by financial statements prepared no more than six months prior to the date of distribution. | |
NAME OF BENEFICIAL OWNER
|
| |
Total
Beneficial Ownership |
| |
Percentage of
Ordinary Shares Beneficially Owned |
| ||||||
5% and Greater Shareholders | | | | | | | | | | | | | |
Clal Biotechnology Industries Ltd.(1)
|
| | | | 9,307,662 | | | | | | 25.09% | | |
Shavit Capital Funds(2)
|
| | | | 8,868,546 | | | | | | 21.7% | | |
Access Industries Holdings LLC(3)
|
| | | | 15,829,397 | | | | | | 42.67% | | |
Edgewater Partner Holdings Ltd. (4)
|
| | | | 1,923,075 | | | | | | 5.18% | | |
Directors and Executive Officers | | | | | | | | | | | | | |
Neil Cohen(5)
|
| | | | 107,045 | | | | | | * | | |
Andrew Fine
|
| | | | — | | | | | | * | | |
Ruth Alon(6)
|
| | | | 32,399 | | | | | | * | | |
Isaac Kohlberg(7)
|
| | | | 32,090 | | | | | | * | | |
Stanislav Polovets
|
| | | | — | | | | | | * | | |
All current executive officers and directors as a group (5 persons)
|
| | | | 171,534 | | | | | | * | | |
NAME OF BENEFICIAL OWNER
|
| |
Total
Beneficial Ownership |
| |
Percentage of
Ordinary Shares Beneficially Owned |
| ||||||
5% and Greater Shareholders | | | | | | | | | | | | | |
OrbiMed Israel Partners Limited Partnership(1)
|
| | | | 178,039 | | | | | | 31.55% | | |
The Centillion Fund(2)
|
| | | | 51,419 | | | | | | 9.11% | | |
Rivendell Investments 2017-9 LLC(3)
|
| | | | 68,259 | | | | | | 12.10% | | |
SBI JI Innovation Fund
|
| | | | 28,441 | | | | | | 5.04% | | |
Milestone View Limited
|
| | | | 28,441 | | | | | | 5.04% | | |
Apeiron SICAV Ltd. – Presight Capital Fund ONE(4)
|
| | | | 34,130 | | | | | | 6.05% | | |
Boryung Pharmaceuticals Ltd.
|
| | | | 34,130 | | | | | | 6.05% | | |
Kobi George(5)
|
| | | | 42,622 | | | | | | 7.52% | | |
Directors and Executive Officers | | | | | | | | | | | | | |
Stephen Squinto(6)
|
| | | | 10,323 | | | | | | 1.81% | | |
Adi Mor(7)
|
| | | | 57,539 | | | | | | 10.07% | | |
Nissim Darvish(8)
|
| | | | 787 | | | | | | * | | |
Arnon Aharon(9)
|
| | | | 3,182 | | | | | | * | | |
All current executive officers and directors as a group (4 persons)
|
| | | | 71,831 | | | | | | 12.34% | | |
NAME OF BENEFICIAL OWNER
|
| |
Total
Beneficial Ownership |
| |
Percentage of
Ordinary Shares Beneficially Owned |
| ||||||
5% and Greater Shareholders | | | | | | | | | | | | | |
OrbiMed Israel Partners Limited Partnership(1)
|
| | | | 183,200,301 | | | | | | 23.92% | | |
The Centillion Fund(2)
|
| | | | 52,909,622 | | | | | | 6.91% | | |
Rivendell Investments 2017-9(3)
|
| | | | 70,237,809 | | | | | | 9.17% | | |
Kobi George(4)
|
| | | | 43,857,600 | | | | | | 5.71% | | |
NAME OF BENEFICIAL OWNER
|
| |
Total
Beneficial Ownership |
| |
Percentage of
Ordinary Shares Beneficially Owned |
| ||||||
Directors and Executive Officers | | | | | | | | | | | | | |
Adi Mor(5)
|
| | | | 59,207,040 | | | | | | 7.66% | | |
Neil Cohen(6)
|
| | | | 192,681 | | | | | | * | | |
Arnon Aharon(7)
|
| | | | 3,274,245 | | | | | | * | | |
Stephen Squinto(8)
|
| | | | 10,622,005 | | | | | | 1.37% | | |
Nissim Darvish(9)
|
| | | | 809,815 | | | | | | * | | |
Joel Maryles
|
| | | | — | | | | | | * | | |
Alan Moses
|
| | | | — | | | | | | * | | |
Claude Nicaise
|
| | | | — | | | | | | * | | |
All current executive officers and directors as a group (8 persons)
|
| | | | 74,105,786 | | | | | | 9.45% | | |
| | | | | F-2 | | | |
| CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-8 | | | |
| | | | | F-9 | | |
| | |
December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
A s s e t s
|
| | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
|
17,575
|
| | | | | 7,517 | | |
Funds in respect of employee rights upon retirement
|
| | |
|
228
|
| | | | | — | | |
Receivables
|
| | |
|
408
|
| | | | | 3,403 | | |
TOTAL CURRENT ASSETS
|
| | |
|
18,211
|
| | | | | 10,920 | | |
NON-CURRENT ASSETS: | | | | | | | | | | | | | |
Long-term prepaid expenses
|
| | |
|
57
|
| | | | | 1,115 | | |
Long-term pledged deposits
|
| | |
|
130
|
| | | | | 120 | | |
Funds in respect of employee rights upon retirement
|
| | |
|
—
|
| | | | | 221 | | |
Property and equipment, net
|
| | |
|
158
|
| | | | | 385 | | |
Right-of-use assets
|
| | |
|
1,199
|
| | | | | — | | |
TOTAL NON-CURRENT ASSETS
|
| | |
|
1,544
|
| | | | | 1,841 | | |
TOTAL ASSETS
|
| | |
|
19,755
|
| | | | | 12,761 | | |
L i a b i l i t i e s
|
| | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Trade payables
|
| | |
|
875
|
| | | | | 396 | | |
Other payables
|
| | |
|
2,296
|
| | | | | 1,706 | | |
Short-term employee benefits
|
| | |
|
297
|
| | | | | 644 | | |
Liability for employee rights upon retirement
|
| | |
|
262
|
| | | | | — | | |
Short-term lease liability
|
| | |
|
391
|
| | | | | — | | |
TOTAL CURRENT LIABILITIES
|
| | |
|
4,121
|
| | | | | 2,746 | | |
LONG-TERM LIABILITIES: | | | | | | | | | | | | | |
Liability for employee rights upon retirement
|
| | |
|
—
|
| | | | | 210 | | |
Long-term lease liability
|
| | |
|
725
|
| | | | | — | | |
TOTAL LONG-TERM LIABILITIES
|
| | |
|
725
|
| | | | | 210 | | |
TOTAL LIABILITIES
|
| | |
|
4,846
|
| | | | | 2,956 | | |
COMMITMENTS | | | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY: | | | | | | | | | | | | | |
Ordinary shares, no par value – authorized 100,000,000 shares; as of December 31,2019 and 2018, respectively; issued and outstanding 37,099,352 and 15,575,682 shares at December 31,2019 and 2018, respectively
|
| | |
|
—
|
| | | | | — | | |
Additional paid-in capital
|
| | |
|
119,468
|
| | | | | 87,240 | | |
Currency translation differences reserve
|
| | |
|
872
|
| | | | | 872 | | |
Accumulated deficit
|
| | |
|
(105,431)
|
| | | | | (78,307) | | |
TOTAL SHAREHOLDERS’ CAPITAL EQUITY
|
| | |
|
14,909
|
| | | | | 9,805 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | |
|
19,755
|
| | | | | 12,761 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
OPERATING EXPENSES: | | | | | | | | | | | | | |
Research and development
|
| | |
|
13,303
|
| | | | | 7,514 | | |
General and administrative
|
| | |
|
6,245
|
| | | | | 5,521 | | |
Restructuring expenses
|
| | |
|
3,350
|
| | | | | — | | |
TOTAL OPERATING EXPENSES
|
| | |
|
22,898
|
| | | | | 13,035 | | |
FINANCE EXPENSES, NET
|
| | |
|
4,226
|
| | | | | 457 | | |
LOSS BEFORE INCOME TAX
|
| | |
|
27,124
|
| | | | | 13,492 | | |
INCOME TAXES, NET
|
| | |
|
—
|
| | | | | 306 | | |
NET LOSS FOR THE YEAR
|
| | |
|
27,124
|
| | | | | 13,798 | | |
LOSS PER SHARE BASIC AND DILUTED
|
| | |
|
0.79
|
| | | | | 1.09 | | |
WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE IN THOUSANDS
|
| | | | 34,446 | | | | |
|
12,634
|
| |
OTHER COMPREHENSIVE INCOME: | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | |
|
—
|
| | | | | (415) | | |
TOTAL COMPREHENSIVE LOSS
|
| | |
|
27,124
|
| | | | | 13,383 | | |
| | |
Ordinary shares
|
| |
Additional
paid-in capital |
| |
Currency
translation differences reserve |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||
| | |
Number of
shares |
| |
Amounts(*)
|
| ||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CHANGES DURING 2018:
|
| | | | 9,613,145 | | | | | | — | | | | | | 63,443 | | | | | | 457 | | | | | | (64,509) | | | | | | (609) | | |
Issuance of shares and warrants, net
|
| | | | 5,960,787 | | | | | | — | | | | | | 21,865 | | | | | | — | | | | | | — | | | | | | 21,865 | | |
Exercise of share options
|
| | | | 1,750 | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | 6 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 1,926 | | | | | | — | | | | | | — | | | | | | 1,926 | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 415 | | | | | | — | | | | | | 415 | | |
Net loss for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,798) | | | | | | (13,798) | | |
BALANCE AT DECEMBER 31, 2018
|
| | | | 15,575,682 | | | | | | — | | | | | | 87,240 | | | | | | 872 | | | | | | (78,307) | | | | | | 9,805 | | |
CHANGES DURING 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of shares, net
|
| | |
|
21,523,670
|
| | | |
|
—
|
| | | |
|
26,500
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
26,500
|
| |
Reclassification of warrants due to reassessment (see note 6b)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
(3,628)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(3,628)
|
| |
Reclassification of warrants due to modification (see note 6b)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
8,198
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
8,198
|
| |
Share-based compensation
|
| | |
|
—
|
| | | | | — | | | | |
|
1,158
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,158
|
| |
Net loss for the year
|
| | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
(27,124)
|
| | | |
|
(27,124)
|
| |
BALANCE AT DECEMBER 31, 2019
|
| | | | 37,099,352 | | | | |
|
—
|
| | | | | 119,468 | | | | | | 872 | | | | | | (105,431) | | | | | | 14,909 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net loss for the year
|
| | |
|
(27,124)
|
| | | | | (13,798) | | |
Adjustments required to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Financing costs, net
|
| | |
|
4,570
|
| | | | | 709 | | |
Depreciation
|
| | |
|
281
|
| | | | | 66 | | |
Taxes on income
|
| | |
|
—
|
| | | | | 306 | | |
Changes in accrued liability for employee severance benefits, net of retirement fund profit
|
| | |
|
45
|
| | | | | (8) | | |
Share-based payments
|
| | |
|
1,158
|
| | | | | 1,926 | | |
Changes in operating asset and liabilities:
|
| | | | | | | | | | | | |
Decrease (increase) in receivable
|
| | |
|
2,305
|
| | | | | (3,496) | | |
Increase in trade payables
|
| | |
|
1,076
|
| | | | | 287 | | |
Decrease (increase) in employee benefits
|
| | |
|
(347)
|
| | | | | 528 | | |
Increase (decrease) in other payables
|
| | |
|
603
|
| | | | | (587) | | |
Decrease (increase) in long-term prepaid expenses
|
| | |
|
975
|
| | | | | (156) | | |
Net cash used in operating activities
|
| | |
|
(16,458)
|
| | | | | (14,223) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchase of fixed assets
|
| | |
|
(95)
|
| | | | | (213) | | |
Net cash used in investing activities
|
| | |
|
(95)
|
| | | | | (213) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from issuance of ordinary shares and warrants
|
| | |
|
30,500
|
| | | | | 22,900 | | |
Issuance costs
|
| | |
|
(3,879)
|
| | | | | (2,298) | | |
Receipt of loan
|
| | |
|
—
|
| | | | | 4,050 | | |
Repayment of loan
|
| | |
|
—
|
| | | | | (4,033) | | |
Net cash provided by financing activities
|
| | |
|
26,621
|
| | | | | 20,619 | | |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
| | |
|
10,068
|
| | | | | 6,183 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE BEGINNING OF THE YEAR
|
| | | | 7,637 | | | | |
|
1,454
|
| |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE YEAR
|
| | | | 17,705 | | | | |
|
7,637
|
| |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
SUPPLEMENTAL INFORMATION ON INTEREST PAID IN CASH
|
| | | | | | | | | | 11 | | |
SUPPLEMENTAL INFORMATION ON TAXES PAID IN CASH | | | | | | | | | | | | | |
Reconciliation in amounts on consolidated balance sheets: | | | | | | | | | | | | | |
Restricted cash
|
| | |
|
130
|
| | | | | 120 | | |
Cash and cash equivalents
|
| | |
|
17,575
|
| | | | | 7,517 | | |
Restricted cash
|
| | |
|
130
|
| | | | | 120 | | |
Total cash and cash equivalents and restricted cash
|
| | |
|
17,705
|
| | | | | 7,637 | | |
Supplemental disclosure of non-cash investing and financing activities
|
| | | | | | | | | | | | |
Reclassification of warrants due to reassessment
|
| | |
|
3628
|
| | | | | — | | |
Reclassification of warrants due to modification
|
| | |
|
8,198
|
| | | | | — | | |
| | |
Year ended
December 31 |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Outstanding stock options
|
| | | | 3,822,374 | | | | | | 2,453,767 | | |
Warrants
|
| | | | 10,975,959 | | | | | | 4,768,629 | | |
| | |
Balance at
January 1, 2019 based on ASC 842 |
| |
Balance at
January 1, 2019 as reported based on ASC 840 |
| |
Effect of
change |
| |||||||||
ROU assets
|
| | | | 1,809 | | | | |
|
—
|
| | | | | 1,809 | | |
Prepaid expense
|
| | | | — | | | | | | 83 | | | | | | 83 | | |
Lease liabilities
|
| | | | 1,726 | | | | | | — | | | | | | 1,726 | | |
| | |
Year ended
December 31 |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
In US dollars:
|
| | | | | | | | | | | | |
Cash
|
| | |
|
9,349
|
| | | | | 1,315 | | |
Cash equivalents
|
| | |
|
7,451
|
| | | | | 6,000 | | |
In New Israeli Shekels:
|
| | | | | | | | | | | | |
Cash
|
| | |
|
775
|
| | | | | 202 | | |
| | | |
|
17,575
|
| | | | | 7,517 | | |
| | |
December 31,
2019 |
| |||
Weighted-average remaining lease term (in years)
|
| | | | 3.2 | | |
Weighted-average discount rate
|
| | | | 3.5 | | |
| | |
December 31,
2019 |
| |||
Fixed payment and variable payments that depend on an index or rate
|
| | | | 571 | | |
| | |
Year
ended December 31, 2019 |
| |||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows from operating leases
|
| | | | 571 | | |
Right-of-use assets obtained in exchange for new operating lease liabilities
|
| | | | 73 | | |
|
2020
|
| | | | 409 | | |
|
2021
|
| | | | 371 | | |
|
2022
|
| | | | 363 | | |
|
2023
|
| | | | 57 | | |
|
Total future minimum lease payments
|
| | | | 1,200 | | |
|
Less: interest
|
| | | | (84) | | |
|
Present value of operating lease liabilities
|
| | | | 1,116 | | |
|
2019
|
| | | | 537 | | |
|
2020
|
| | | | 440 | | |
|
2021
|
| | | | 410 | | |
|
2022
|
| | | | 288 | | |
|
2023
|
| | | | 51 | | |
|
Total future minimum lease payments
|
| | | | 1,726 | | |
| | |
CRO,
manufacturing and other related |
| |
Severance-
related |
| |
Total
|
| |||||||||
Expenses
|
| | | | 2,979 | | | | | | 371 | | | | | | 3,350 | | |
Paid or utilized
|
| | | | (407) | | | | | | (35) | | | | | | (442) | | |
December 31, 2019
|
| | | | 2,572 | | | | | | 336 | | | | | | 2,908 | | |
| | |
2019
|
| |||
Fair value on January 1, 2019
|
| | | | 3,628 | | |
Adjustments- finance expenses
|
| | | | 4,570 | | |
Fair value on February 14, 2019
|
| | | | 8,198 | | |
| | |
Derivative Financial Instrument
|
| |||
| | |
February 14, 2019
|
| |
January 1, 2019
|
|
Stock price (USD)
|
| |
$1.84
|
| |
$2.5
|
|
Expected term
|
| |
End of 2022
|
| |
End of 2022
|
|
Risk free rate
|
| |
2.49%
|
| |
1.37%
|
|
Volatility
|
| |
52%
|
| |
48%
|
|
| | |
Year ended December 31, 2019
|
| |||||||||||||||
| | |
Award
amount |
| |
Exercise
price range |
| |
Vesting
period |
| |
Expiration
|
| ||||||
Employees
|
| | | | 1,098,590 | | | |
$0.60 – $1.55
|
| |
4 years
|
| | | | 2029 | | |
Directors
|
| | | | 495,000 | | | |
$0.47 – $1.03
|
| |
3 years
|
| | | | 2029 | | |
| | |
Year ended December 31, 2018
|
| |||||||||||||||
| | |
Award
amount |
| |
Exercise
price range |
| |
Vesting
period |
| |
Expiration
|
| ||||||
Employees
|
| | | | 1,379,203 | | | |
$2.94 – $4.00
|
| |
2 – 4 years
|
| | | | 2028 | | |
Directors
|
| | | | 353 | | | |
NIS 14.73
|
| |
4 years
|
| | | | 2028 | | |
| | |
Year ended December 31
|
| |||
| | |
2019
|
| |
2018
|
|
Value of ordinary share
|
| |
$0.47 – $1.54
|
| |
$2.93 – $4.00
|
|
Dividend yield
|
| |
—
|
| |
—
|
|
Expected volatility
|
| |
51.5% – 68.8%
|
| |
54.0% – 71.8%
|
|
Risk-free interest rate
|
| |
1.7% – 2.5%
|
| |
1.41% – 3.10%
|
|
Expected term
|
| |
4.95 – 7 years
|
| |
5.38 – 7 years
|
|
| | |
Employees,
directors and consultants |
| |||||||||
| | |
Number of
options |
| |
USD(1)
|
| ||||||
Outstanding at December 31, 2017
|
| | | | 1,220,762 | | | | | $ | 3.21 | | |
Granted
|
| | | | 1,379,556 | | | | | $ | 3.52 | | |
Forfeited
|
| | | | (90,282) | | | | | $ | 2.69 | | |
Expired
|
| | | | (54,519) | | | | | $ | 5.22 | | |
Exercised
|
| | | | (1,750) | | | | | $ | 3.13 | | |
Outstanding at December 31, 2018
|
| | | | 2,453,767 | | | | | $ | 3.32 | | |
Granted
|
| | | | 1,593,590 | | | | | $ | 1.03 | | |
Forfeited
|
| | | | (221,611) | | | | | $ | 1.30 | | |
Expired
|
| | | | (3,372) | | | | | $ | 13.32 | | |
Exercised
|
| | | | — | | | | | | — | | |
Outstanding at December 31, 2019
|
| | | | 3,822,374 | | | | | $ | 2.50 | | |
|
December 31, 2019
|
| ||||||||||||||||||||||||
|
Options outstanding
|
| |
Options exercisable
|
| |||||||||||||||||||||
|
Exercise
prices per share (USD) |
| |
Number of
options outstanding at end of year |
| |
Weighted
Average Remaining Contractual Life |
| |
Number of
options exercisable at end of year |
| |
Weighted
Average Remaining contractual Life |
| ||||||||||||
|
$25 – 72
|
| | | | 6,948 | | | | | | 1.98 | | | | | | 6,948 | | | | | | 1.98 | | |
|
$6 – 7
|
| | | | 14,189 | | | | | | 3.90 | | | | | | 14,189 | | | | | | 3.90 | | |
|
$3 – 5
|
| | | | 1,079,056 | | | | | | 8.42 | | | | | | 786,513 | | | | | | 8.39 | | |
|
$2 – 3
|
| | | | 1,330,452 | | | | | | 7.60 | | | | | | 824,326 | | | | | | 7.30 | | |
|
$1 – 2
|
| | | | 1,336,729 | | | | | | 9.48 | | | | | | 180,188 | | | | | | 9.39 | | |
|
$0 – 1
|
| | | | 55,000 | | | | | | 9.87 | | | | | | — | | | | | | — | | |
| | | | | | 3,822,374 | | | | | | | | | | | | 1,812,164 | | | | | | | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Research and development
|
| | |
$
|
470
|
| | | | $ | 275 | | |
General and administrative
|
| | |
$
|
688
|
| | | | $ | 1,651 | | |
| | | |
$
|
1,158
|
| | | | $ | 1,926 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Israel
|
| | |
|
22,678
|
| | | | | 13,917 | | |
U.S.
|
| | |
|
4,446
|
| | | | | (425) | | |
| | | |
|
27,124
|
| | | | | 13,492 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Current: | | | | | | | | | | | | | |
Israel
|
| | | | — | | | | | | — | | |
U.S.
|
| | | | — | | | | | | 306 | | |
Total current income tax
|
| | | | — | | | | | | 306 | | |
| | |
Year ended December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Loss before income tax
|
| | |
|
(27,124)
|
| | | | | (13,492) | | |
Tax rate
|
| | |
|
23%
|
| | | | | 23% | | |
Computed “expected” tax benefit
|
| | |
|
(6,238)
|
| | | | | (3,103) | | |
Decrease (increase) in tax refund resulting from: | | | | | | | | | | | | | |
Change in temporary differences for which deferred taxes were not recognized
|
| | |
|
2,133
|
| | | | | 730 | | |
Taxes in respect of previous years
|
| | |
|
—
|
| | | | | (11) | | |
Different tax rate in subsidiaries operating outside of Israel
|
| | |
|
(1)
|
| | | | | 132 | | |
Non-deductible items
|
| | |
|
1,195
|
| | | | | 165 | | |
Tax credit
|
| | |
|
—
|
| | | | | (315) | | |
Losses and benefits for tax purposes for the year, for which deferred taxes were not recorded
|
| | |
|
2,911
|
| | | | | 2,708 | | |
Actual tax expense
|
| | |
|
—
|
| | | | | 306 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carry forward
|
| | |
|
17,811
|
| | | | | 14,031 | | |
Capital loss carry forward
|
| | |
|
3,421
|
| | | | | 3,155 | | |
Research and development
|
| | |
|
4,297
|
| | | | | 1,625 | | |
Share based compensation
|
| | |
|
890
|
| | | | | 717 | | |
Other
|
| | |
|
67
|
| | | | | 41 | | |
Less – valuation allowance
|
| | |
|
(26,486)
|
| | | | | (19,569) | | |
Net deferred tax assets
|
| | |
|
—
|
| | | | | — | | |
| | |
December 31
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Accrued expenses
|
| | |
|
2,199
|
| | | | | 1,619 | | |
Payroll and related institutions
|
| | |
|
97
|
| | | | | 87 | | |
| | | |
|
2,296
|
| | | | | 1,706 | | |
| | |
Year ended
December 31 |
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Finance expenses: | | | | | | | | | | | | | |
Foreign exchange rates, net
|
| | |
|
40
|
| | | | | 474 | | |
Interest expenses, bank fees and other
|
| | |
|
9
|
| | | | | 25 | | |
Changes in fair value of warrants (see note 6b)
|
| | |
|
4,570
|
| | | | | — | | |
Total finance expenses
|
| | |
|
4,619
|
| | | | | 499 | | |
Finance income: | | | | | | | | | | | | | |
Interest on bank deposits
|
| | |
|
393
|
| | | | | 42 | | |
Total finance expenses, net
|
| | |
|
4,226
|
| | | | | 457 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 6,768 | | | | | $ | 17,575 | | |
Prepaid expenses and other
|
| | | | 620 | | | | | | 636 | | |
Total current assets
|
| | | | 7,388 | | | | | | 18,211 | | |
Property and equipment, net
|
| | | | 15 | | | | | | 158 | | |
Operating lease right-of-use
|
| | | | 234 | | | | | | 1,199 | | |
Other non-current assets
|
| | | | 52 | | | | | | 187 | | |
Total assets
|
| | | $ | 7,689 | | | | | $ | 19,755 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Trade payables
|
| | | $ | 482 | | | | | $ | 875 | | |
Accrued expenses and other
|
| | | | 1,620 | | | | | | 2,855 | | |
Operating lease liability
|
| | | | 173 | | | | | | 391 | | |
Total current liabilities
|
| | | | 2,275 | | | | | | 4,121 | | |
Non-current operating lease liability
|
| | | | 63 | | | | | | 725 | | |
Total liabilities
|
| | | | 2,338 | | | | | | 4,846 | | |
Commitments and contingencies | | | | | | | | | | | | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Ordinary shares, no par value – authorized 500,000,000 shares as of September 30, 2020 and 100,000,000 shares as of December 31,2019; issued and outstanding 37,099,352 shares at September 30, 2020 and December 31,2019
|
| | | | — | | | | | | — | | |
Paid-in capital
|
| | | | 119,375 | | | | | | 119,468 | | |
Currency translation differences reserve
|
| | | | 872 | | | | | | 872 | | |
Accumulated deficit
|
| | | | (114,896) | | | | | | (105,431) | | |
Total shareholders’ equity
|
| | | | 5,351 | | | | | | 14,909 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 7,689 | | | | | $ | 19,755 | | |
| | |
Three months ended
September 30, |
| |
Nine months ended
September 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 1,252 | | | | | $ | 5,565 | | | | | $ | 3,609 | | | | | $ | 12,276 | | |
General and administrative
|
| | | | 1,125 | | | | | | 1,705 | | | | | | 5,126 | | | | | | 4,958 | | |
Restructuring expense
|
| | | | 79 | | | | | | — | | | | | | 749 | | | | | | — | | |
Total operating expenses
|
| | | | 2,456 | | | | | | 7,270 | | | | | | 9,484 | | | | | | 17,234 | | |
Finance (income) expense, net
|
| | | | (7) | | | | | | (102) | | | | | | (19) | | | | | | 4,286 | | |
Net loss and comprehensive loss
|
| | | $ | (2,449) | | | | | $ | (7,168) | | | | | $ | (9,465) | | | | | $ | (21,520) | | |
Basic and diluted loss per share
|
| | | $ | (0.07) | | | | | $ | (0.19) | | | | | $ | (0.26) | | | | | $ | (0.64) | | |
Weighted average number of shares outstanding – basic and diluted
|
| | | | 37,099,352 | | | | | | 37,099,352 | | | | | | 37,099,352 | | | | | | 33,551,494 | | |
| | |
Ordinary shares
|
| |
Paid-in
capital |
| |
Currency
translation differences reserve |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||
| | |
Number of
shares |
| |
Amounts
(*) |
| ||||||||||||||||||||||||||||||
Balance at January 1, 2020
|
| | | | 37,099,352 | | | | | $ | — | | | | | $ | 119,468 | | | | | $ | 872 | | | | | $ | (105,431) | | | | | $ | 14,909 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 264 | | | | | | — | | | | | | — | | | | | | 264 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,016) | | | | | | (7,016) | | |
Balance at June 30, 2020
|
| | | | 37,099,352 | | | | | | — | | | | | | 119,732 | | | | | | 872 | | | | | | (112,447) | | | | | | 8,157 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | (357) | | | | | | — | | | | | | — | | | | | | (357) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,449) | | | | | | (2,449) | | |
Balance at September 30, 2020
|
| | | $ | 37,099,352 | | | | | $ | — | | | | | $ | 119,375 | | | | | $ | 872 | | | | | $ | (114,896) | | | | | $ | 5,351 | | |
Balance at January 1, 2019
|
| | | | 15,575,682 | | | | | $ | — | | | | | $ | 87,240 | | | | | $ | 872 | | | | | $ | (78,307) | | | | | $ | 9,805 | | |
Issuance of shares, net
|
| | | | 21,523,670 | | | | | | — | | | | | | 26,500 | | | | | | — | | | | | | — | | | | | | 26,500 | | |
Reclassification of warrants due
to reassessment |
| | | | — | | | | | | — | | | | | | (3,628) | | | | | | — | | | | | | — | | | | | | (3,628) | | |
Reclassification of warrants due
to modification |
| | | | — | | | | | | — | | | | | | 8,198 | | | | | | — | | | | | | — | | | | | | 8,198 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 748 | | | | | | — | | | | | | — | | | | | | 748 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,374) | | | | | | (14,374) | | |
Balance at June 30, 2019
|
| | | | 37,099,352 | | | | | | — | | | | | | 119,058 | | | | | | 872 | | | | | | (92,681) | | | | | | 27,249 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 321 | | | | | | — | | | | | | — | | | | | | 321 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,168) | | | | | | (7,168) | | |
Balance at September 30, 2019
|
| | | | 37,099,352 | | | | | $ | — | | | | | $ | 119,379 | | | | | $ | 872 | | | | | $ | (99,849) | | | | | $ | 20,402 | | |
| | |
Nine months ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (9,465) | | | | | $ | (21,520) | | |
Adjustments required to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Financing costs, net
|
| | | | — | | | | | | 4,652 | | |
Depreciation
|
| | | | 77 | | | | | | 70 | | |
Gain on sale of property and equipment
|
| | | | (19) | | | | | | — | | |
Share-based payments
|
| | | | (93) | | | | | | 1,069 | | |
Write-off of right-of-use related to restructuring
|
| | | | 85 | | | | | | — | | |
Changes in operating asset and liabilities:
|
| | | | | | | | | | | | |
Prepaid and other current
|
| | | | 16 | | | | | | 4,823 | | |
Other non-current assets
|
| | | | 5 | | | | | | 70 | | |
Trade payables
|
| | | | (393) | | | | | | 913 | | |
Accrued expenses and other
|
| | | | (1,235) | | | | | | (621) | | |
Net cash used in operating activities
|
| | | | (11,022) | | | | | | (10,544) | | |
Investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (34) | | | | | | (346) | | |
Proceeds from sale of property and equipment
|
| | | | 119 | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | 85 | | | | | | (346) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of ordinary shares and warrants
|
| | | | — | | | | | | 30,500 | | |
Issuance costs
|
| | | | — | | | | | | (3,879) | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 26,621 | | |
Increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | (10,937) | | | | | | 15,731 | | |
Cash, cash equivalents and restricted cash at, beginning of period
|
| | | | 17,705 | | | | | | 7,640 | | |
Cash, cash equivalents and restricted cash at, end of period
|
| | | $ | 6,768 | | | | | $ | 23,371 | | |
Reconciliation in amounts on consolidated balance sheets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 6,768 | | | | | $ | 23,241 | | |
Restricted cash
|
| | | | — | | | | | | 130 | | |
Total cash, cash equivalents and restricted cash
|
| | | $ | 6,768 | | | | | $ | 23,371 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Reclassification of warrants due to reassessment
|
| | | $ | — | | | | | $ | 3,628 | | |
Reclassification of warrants due to modification
|
| | | $ | — | | | | | $ | 8,198 | | |
Taxes paid in cash
|
| | | $ | — | | | | | $ | 605 | | |
Interest paid in cash
|
| | | $ | — | | | | | $ | 4 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Accrued expenses
|
| | | $ | 1,361 | | | | | $ | 372 | | |
Restructuring accrual
|
| | | | 238 | | | | | | 2,161 | | |
Payroll and related
|
| | | | 21 | | | | | | 60 | | |
Liability for employee rights upon retirement
|
| | | | — | | | | | | 262 | | |
| | | | $ | 1,620 | | | | | $ | 2,855 | | |
| | |
CRO,
Manufacturing and other related |
| |
Severance-
related |
| |
Facility
and Leases |
| |
Total
|
| ||||||||||||
Balance, January 1, 2020
|
| | | $ | 2,572 | | | | | $ | 336 | | | | | $ | — | | | | | $ | 2,908 | | |
Expenses
|
| | | | 502 | | | | | | — | | | | | | 247 | | | | | | 749 | | |
Paid or consumed
|
| | | | (2,835) | | | | | | (336) | | | | | | (247) | | | | | | (3,138) | | |
Balance, September 30, 2020
|
| | | $ | 238 | | | | | $ | — | | | | | $ | — | | | | | $ | 238 | | |
| | |
2019
|
| |||
Fair value on January 1, 2019
|
| | | $ | 3,628 | | |
Adjustments-finance expenses
|
| | | | 4,570 | | |
Fair value on February 14, 2019
|
| | | $ | 8,198 | | |
| | | | ||||
| | |
February 14,
2019 |
| |
January 1,
2019 |
|
Share price
|
| |
$1.84
|
| |
$2.50
|
|
Expected term
|
| |
End of 2022
|
| |
End of 2022
|
|
Risk free rate
|
| |
2.49%
|
| |
1.37%
|
|
Volatility
|
| |
52%
|
| |
48%
|
|
| | |
Nine months ended
September 30, 2019 |
|
Value of ordinary share
|
| |
$1.03 – $1.54
|
|
Dividend yield
|
| |
0%
|
|
Expected volatility
|
| |
51.5% – 68.6%
|
|
Risk-free interest rate
|
| |
2.2% – 2.5%
|
|
Expected term (years)
|
| |
5.5 – 6.9
|
|
| | |
Nine months ended
September 30, 2020 |
|
Value of ordinary share
|
| |
$0.15 – $0.17
|
|
Dividend yield
|
| |
0%
|
|
Expected volatility
|
| |
64.9% – 67.4%
|
|
Risk-free interest rate
|
| |
0.30% to 0.39%
|
|
Expected term (years)
|
| |
5.5 – 6.5
|
|
| | |
Number of
Shares |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life in Years |
| |||||||||
Options outstanding – January 1, 2020
|
| | | | 3,822,374 | | | | | $ | 2.50 | | | | | | 8.5 | | |
Granted
|
| | | | 885,000 | | | | | | | | | | | | | | |
Forfeited/expired/cancelled
|
| | | | (1,578,031) | | | | | | | | | | | | | | |
Options outstanding – September 30, 2020
|
| | | | 3,129,343 | | | | | $ | 2.44 | | | | | | 7.9 | | |
Options exercisable – September 30, 2020
|
| | | | 2,389,840 | | | | | $ | 3.01 | | | | | | 7.5 | | |
| | |
Three months ended
September 30, |
| |
Nine months ended
September 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Research and development
|
| | | $ | (290) | | | | | $ | 154 | | | | | $ | (166) | | | | | $ | 438 | | |
General and administrative
|
| | | | (67) | | | | | | 168 | | | | | | 70 | | | | | | 632 | | |
| | | | $ | (357) | | | | | $ | 322 | | | | | $ | (96) | | | | | $ | 1,070 | | |
| | |
September 30
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Stock Options
|
| | | | 3,129,343 | | | | | | 3,985,858 | | |
Warrants
|
| | | | 10,975,959 | | | | | | 10,975,959 | | |
| | |
Page
|
| |||
| | | | F-41 | | | |
| | | | F-42 | | | |
| | | | F-43 | | | |
| | | | F-44 | | | |
| | | | F-45 | | | |
| | | | F-46 – F-61 | | |
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
Assets | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
3
|
| | |
|
12,259
|
| | | | | 4,813 | | |
Receivables in respect of shares issued
|
| |
8B
|
| | |
|
500
|
| | | | | — | | |
Other receivables and prepaid expenses
|
| |
4
|
| | |
|
42
|
| | | | | 77 | | |
Total current assets
|
| | | | | |
|
12,801
|
| | | | | 4,890 | | |
Non-current assets | | | | | | | | | | | | | | | | |
Long-term deposits
|
| | | | | |
|
4
|
| | | | | 3 | | |
Restricted cash
|
| | | | | |
|
22
|
| | | | | 20 | | |
Property and equipment, net
|
| |
5
|
| | |
|
138
|
| | | | | 155 | | |
Operating lease right-of-use assets
|
| |
6
|
| | |
|
195
|
| | | | | — | | |
Total non-current assets
|
| | | | | |
|
359
|
| | | | | 178 | | |
Total assets
|
| | | | | |
|
13,160
|
| | | | | 5,068 | | |
Current liabilities | | | | | | | | | | | | | | | | |
Trade payables
|
| | | | | |
|
25
|
| | | | | 261 | | |
Accrued expenses
|
| | | | | |
|
323
|
| | | | | 226 | | |
Employee and related expenses
|
| | | | | |
|
244
|
| | | | | 140 | | |
Operating lease liabilities
|
| |
6
|
| | |
|
87
|
| | | | | — | | |
Total current liabilities
|
| | | | | |
|
679
|
| | | | | 627 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Operating lease liabilities – long-term
|
| |
6
|
| | |
|
108
|
| | | | | — | | |
Total non-current liabilities
|
| | | | | |
|
108
|
| | | | | — | | |
Commitments and contingent liabilities
|
| |
7
|
| | | | | | | | | | | | |
Total liabilities
|
| | | | | |
|
787
|
| | | | | 627 | | |
Shareholders’ equity
|
| |
8
|
| | | | | | | | | | | | |
Ordinary shares of NIS 0.01 par value – Authorized: 9,530,157 and 9,757,689 shares on
December 31, 2019 and 2018, respectively; Issued and outstanding: 122,862 and 117,648 shares on December 31, 2019 and 2018, respectively |
| | | | | |
|
—*
|
| | | |
|
—*
|
| |
Convertible preferred A shares and warrants for convertible preferred A shares, of NIS 0.01 par value – Authorized: 128,548 shares on December 31, 2019 and 2018; Issued and outstanding: 102,838 shares on December 31, 2019 and 2018 (liquidation preference of $7,127 and $6,599 on December 31, 2019 and 2018, respectively)
|
| | | | | |
|
4,943
|
| | | | | 4,943 | | |
Convertible preferred B shares of NIS 0.01 par value – Authorized: 113,763 shares on December 31,
2019 and 2018; Issued and outstanding: 113,763 shares on December 31, 2019 and 2018 (liquidation preference of $11,800 and $10,926 on December 31, 2019 and 2018, respectively) |
| | | | | |
|
9,791
|
| | | | | 9,791 | | |
Convertible preferred C shares of NIS 0.01 par value – Authorized: 227,532 shares on December 31,
2019; Issued and outstanding: 164,961 shares on December 31, 2019 (liquidation preference of $14,767 on December 31, 2019) |
| | | | | |
|
14,484
|
| | | | | — | | |
Additional paid-in capital
|
| | | | | |
|
899
|
| | | | | 671 | | |
Accumulated deficit
|
| | | | | |
|
(17,744)
|
| | | | | (10,964) | | |
Total shareholders’ equity
|
| | | | | |
|
12,373
|
| | | | | 4,441 | | |
Total liabilities and shareholders’ equity
|
| | | | | | | 13,160 | | | | | | 5,068 | | |
| | |
Note
|
| |
2019
|
| |
2018
|
| ||||||
Operating expenses | | | | | | | | | | | | | | | | |
Research and development, net
|
| |
9
|
| | |
|
5,818
|
| | | | | 5,553 | | |
General and administrative
|
| |
10
|
| | |
|
960
|
| | | | | 374 | | |
Total operating expenses
|
| | | | | |
|
6,778
|
| | | | | 5,927 | | |
Financing expenses (income), net
|
| | | | | |
|
2
|
| | | | | (54) | | |
Net loss for the year
|
| | | | | |
|
6,780
|
| | | | | 5,873 | | |
| | |
Ordinary
shares |
| |
Convertible preferred A
Shares and Warrants for Convertible preferred A shares |
| |
Convertible
preferred B shares |
| |
Convertible
preferred C shares |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
Shareholders’ equity |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
USD
|
| |
Number
|
| |
USD
|
| |
Number
|
| |
USD
|
| |
Number
|
| |
USD
|
| |
USD
|
| |
USD
|
| |
USD
|
| |||||||||||||||||||||||||||||||||
Balance as of January 1, 2018
|
| | | | 117,648 | | | | | | * | | | | | | 102,838 | | | | | | 4,943 | | | | | | 113,763 | | | | | | 9,791 | | | | | | — | | | | | | — | | | | | | 546 | | | | | | (5,091) | | | | | | 10,189 | | |
Share-based Compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 125 | | | | |
|
—
|
| | | | | 125 | | |
Net loss for the year
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (5,873) | | | | | | (5,873) | | |
Balance as of December 31, 2018
|
| | |
|
117,648
|
| | | | | * | | | | |
|
102,838
|
| | | |
|
4,943
|
| | | |
|
113,763
|
| | | |
|
9,791
|
| | | | | — | | | | | | — | | | | |
|
671
|
| | | |
|
(10,964)
|
| | | |
|
4,441
|
| |
Issuance of convertible
preferred C shares, net of issuance cost of $16 thousand |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
164,961
|
| | | |
|
14,484
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
14,484
|
| |
Exercise of options
|
| | |
|
5,214
|
| | | | | * | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
93
|
| | | |
|
—
|
| | | |
|
93
|
| |
Share-based Compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
135
|
| | | |
|
—
|
| | | |
|
135
|
| |
Net loss for the year
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(6,780)
|
| | | |
|
(6,780)
|
| |
Balance as of December 31, 2019
|
| | | | 122,862 | | | | |
|
*
|
| | | | | 102,838 | | | | | | 4,943 | | | | | | 113,763 | | | | | | 9,791 | | | | | | 164,961 | | | | | | 14,484 | | | | | | 899 | | | | | | (17,744) | | | | | | 12,373 | | |
| | |
2019
|
| |
2018
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss for the year
|
| | |
|
(6,780)
|
| | | | | (5,873) | | |
Adjustments for operating activities: | | | | | | | | | | | | | |
Depreciation
|
| | |
|
20
|
| | | | | 18 | | |
Change in other receivables and prepaid expenses
|
| | |
|
35
|
| | | | | 42 | | |
Change in trade payables
|
| | |
|
(236)
|
| | | | | 171 | | |
Change in accrued expenses
|
| | |
|
97
|
| | | | | 1 | | |
Change in employees and related expenses
|
| | |
|
104
|
| | | | | 85 | | |
Interest on deposit
|
| | |
|
(1)
|
| | | | | — | | |
Share based compensation
|
| | |
|
135
|
| | | | | 125 | | |
| | | |
|
154
|
| | | | | 442 | | |
Net cash used in operating activities
|
| | |
|
(6,626)
|
| | | | | (5,431) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Proceeds from long-term deposits
|
| | | | — | | | | | | 2 | | |
Purchase of property and equipment
|
| | |
|
(3)
|
| | | | | (95) | | |
Net cash used in investing activities
|
| | |
|
(3)
|
| | | | | (93) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Exercise of options
|
| | |
|
93
|
| | | | | — | | |
Issuance of convertible preferred C shares, net
|
| | |
|
13,984
|
| | | | | — | | |
Net cash provided by financing activities
|
| | |
|
14,077
|
| | | | | — | | |
Change in cash, cash equivalents and restricted cash
|
| | |
|
7,448
|
| | | | | (5,524) | | |
Cash, cash equivalents and restricted cash at beginning of year
|
| | |
|
4,833
|
| | | | | 10,357 | | |
Cash, cash equivalents and restricted cash at end of year
|
| | |
|
12,281
|
| | | | | 4,833 | | |
Significant non- cash transaction: | | | | | | | | | | | | | |
Right-of-use asset recognized with corresponding lease liability
|
| | |
|
195
|
| | | | | — | | |
Receivables in respect of shares issued
|
| | |
|
500
|
| | | | | — | | |
| | |
%
|
| |||
Computers
|
| | | | 33 | | |
Laboratory equipment
|
| | | | 10 | | |
Furniture and equipment
|
| | | | 7 | | |
Leasehold improvements
|
| | | | 10 | | |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
NIS Balance
|
| | |
|
86
|
| | | | | 132 | | |
USD Balance
|
| | |
|
12,172
|
| | | | | 4,681 | | |
Other currencies
|
| | |
|
1
|
| | | | | *— | | |
| | | |
|
12,259
|
| | | | | 4,813 | | |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Government institutions
|
| | |
|
15
|
| | | | | 23 | | |
Prepaid expenses
|
| | |
|
27
|
| | | | | 54 | | |
| | | |
|
42
|
| | | | | 77 | | |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Cost:
|
| | | | | | | | | | | | |
Computers
|
| | |
|
25
|
| | | | | 22 | | |
Furniture and equipment
|
| | |
|
13
|
| | | | | 13 | | |
Laboratory equipment
|
| | |
|
144
|
| | | | | 144 | | |
Leasehold improvements
|
| | |
|
5
|
| | | | | 5 | | |
| | | |
|
187
|
| | | | | 184 | | |
Less – accumulated depreciation
|
| | |
|
(49)
|
| | | | | (29) | | |
| | | |
|
138
|
| | | | | 155 | | |
|
2020
|
| | | | 91 | | |
|
2021
|
| | | | 53 | | |
|
2022
|
| | | | 45 | | |
|
Total future minimum lease payments
|
| | | | 189 | | |
|
2020
|
| | | | 95 | | |
|
2021
|
| | | | 61 | | |
|
2022
|
| | | | 52 | | |
|
2023
|
| | | | 16 | | |
|
Total future minimum lease payments
|
| | | | 224 | | |
|
Less imputed interest:
|
| | | | (29) | | |
|
Present value of operating lease liabilities
|
| | | | 195 | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Research and development
|
| | |
|
53
|
| | | | | 67 | | |
General and administrative
|
| | |
|
82
|
| | | | | 58 | | |
Total share-based compensation expenses
|
| | |
|
135
|
| | | | | 125 | | |
| | |
Weighted
average exercise price |
| |
Number
of options |
| |
Weighted
average remaining contractual life (in years) |
| |
Weighted
average exercise price |
| |
Number
of options |
| |
Weighted
average remaining contractual life (in years) |
| ||||||||||||||||||
| | |
2019
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2018
|
| |
2018
|
| ||||||||||||||||||
Outstanding at January 1
|
| | |
|
16.39
|
| | | |
|
28,438
|
| | | |
|
8.65
|
| | | | | 10.28 | | | | | | 12,601 | | | | | | 7.96 | | |
Exercise
|
| | |
|
17.75
|
| | | |
|
(5,214)
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | — | | |
Forfeited
|
| | |
|
19.11
|
| | | |
|
(125)
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | — | | |
Granted
|
| | |
|
20.80
|
| | | |
|
8,282
|
| | | |
|
9.91
|
| | | | | 19.11 | | | | | | 15,837 | | | | | | 9.69 | | |
Outstanding at December 31
|
| | |
|
17.32
|
| | | |
|
31,381
|
| | | |
|
8.09
|
| | | | | 16.39 | | | | | | 28,438 | | | | | | 8.65 | | |
| | |
2019 grant
|
|
Weighted average share prices (in U.S. dollar)(a)
|
| |
20.8
|
|
Exercise price (in U.S. dollar)
|
| |
20.8
|
|
Expected life of shares options (in years)(b)
|
| |
5 – 6.23
|
|
Expected volatility(c)
|
| |
93%
|
|
Risk-free interest rate(d)
|
| |
1.55% – 1.82%
|
|
Dividend yield
|
| |
0%
|
|
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Consultants and subcontractors
|
| | |
|
4,461
|
| | | | | 4,740 | | |
Salaries and related expenses
|
| | |
|
970
|
| | | | | 550 | | |
Rent and maintenance
|
| | |
|
91
|
| | | | | 57 | | |
Others
|
| | |
|
296
|
| | | | | 244 | | |
| | | | | 5,818 | | | | |
|
5,591
|
| |
Less – IIA grants(*)
|
| | |
|
—
|
| | | | | (38) | | |
| | | | | 5,818 | | | | |
|
5,553
|
| |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Salaries and related expenses
|
| | |
|
189
|
| | | | | 137 | | |
Rent and maintenance
|
| | |
|
15
|
| | | | | 19 | | |
Professional services
|
| | |
|
734
|
| | | | | 178 | | |
Others
|
| | |
|
22
|
| | | | | 40 | | |
| | | | | 960 | | | | |
|
374
|
| |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Net operating loss carry-forwards
|
| | |
|
2,864
|
| | | | | 1,452 | | |
Stock based compensation expense
|
| | |
|
46
|
| | | | | 33 | | |
Research and development costs
|
| | |
|
1,329
|
| | | | | 865 | | |
Other
|
| | |
|
9
|
| | | | | 7 | | |
Gross deferred tax assets
|
| | |
|
4,248
|
| | | | | 2,357 | | |
Less – Valuation allowance
|
| | |
|
(4,248)
|
| | | | | (2,357) | | |
Net deferred tax assets
|
| | |
|
—
|
| | | | | — | | |
|
Balance at January 1, 2018
|
| | |
$
|
1,342
|
| |
|
Currency transaction gain
|
| | | | (335) | | |
|
Income tax expense
|
| | |
|
1,350
|
| |
|
Balance at December 31, 2018
|
| | |
$
|
2,357
|
| |
|
Currency transaction loss
|
| | |
|
332
|
| |
|
Income tax expense
|
| | |
|
1,559
|
| |
|
Balance at December 31, 2019
|
| | |
$
|
4,248
|
| |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Loss before income taxes
|
| | |
|
(6,780)
|
| | | |
|
(5,873)
|
| |
Statutory tax rate
|
| | |
|
23%
|
| | | | | 23% | | |
Theoretical tax benefit
|
| | |
|
(1,559)
|
| | | |
|
(1,350)
|
| |
Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards
|
| | |
|
1,559
|
| | | | | 1,350 | | |
Actual income tax expense
|
| | |
|
—
|
| | | |
|
—
|
| |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Employee and related expenses
|
| | |
|
136
|
| | | | | 68 | | |
Accrued expenses
|
| | |
|
14
|
| | | | | 39 | | |
| | | |
|
150
|
| | | | | 107 | | |
| | |
Year ended
December 31, 2019 |
| |
Year ended
December 31, 2018 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Salaries and related expenses
|
| | |
|
475
|
| | | | | 207 | | |
Share based payments
|
| | |
|
102
|
| | | | | 115 | | |
Professional Services
|
| | |
|
45
|
| | | | | 45 | | |
Research and development expenses to subcontractor
|
| | |
|
59
|
| | | | | 178 | | |
| | | |
|
681
|
| | | | | 545 | | |
| | |
Page
|
| |||
| | | | F-64 | | | |
| | | | F-65 | | | |
| | | | F-66 | | | |
| | | | F-67 | | | |
| | | | F-68 – F-71 | | |
| | |
Note
|
| |
September 30,
2020 |
| |
December 31,
2019 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | | |
|
12,673
|
| | | | | 12,259 | | |
Receivables in respect of shares issued
|
| | | | | | | | |
|
—
|
| | | | | 500 | | |
Short term bank deposits
|
| | | | | | | | |
|
22
|
| | | | | — | | |
Other receivables and prepaid expenses
|
| | | | | | | | |
|
74
|
| | | | | 42 | | |
Total current assets
|
| | | | | | | | |
|
12,769
|
| | | | | 12,801 | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | | | | | |
|
157
|
| | | | | 138 | | |
Long term deposits and restricted cash
|
| | | | | | | | |
|
53
|
| | | | | 26 | | |
Operating lease right-of-use assets
|
| | | | 3 | | | | |
|
417
|
| | | | | 195 | | |
Total non-current assets
|
| | | | | | | | |
|
627
|
| | | | | 359 | | |
Total assets
|
| | | | | | | | |
|
13,396
|
| | | | | 13,160 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Trade payables
|
| | | | | | | | |
|
27
|
| | | | | 25 | | |
Accrued expenses
|
| | | | | | | | |
|
454
|
| | | | | 323 | | |
Employee and related expenses
|
| | | | | | | | | | 341 | | | | | | 244 | | |
Operating lease liabilities
|
| | | | 3 | | | | |
|
65
|
| | | | | 87 | | |
Total current liabilities
|
| | | | | | | | |
|
887
|
| | | | | 679 | | |
Non -current liabilities | | | | | | | | | | | | | | | | | | | |
Operating lease liabilities – long term
|
| | | | 3 | | | | |
|
352
|
| | | | | 108 | | |
Total non-current liabilities
|
| | | | | | | | |
|
352
|
| | | | | 108 | | |
Commitments and contingent liabilities | | | | | | | | | | | | | | | | | | | |
Total liabilities
|
| | | | | | | | |
|
1,239
|
| | | | | 787 | | |
Shareholders’ equity
|
| | | | 4 | | | | | | | | | | | | | | |
Ordinary shares of NIS 0.01 par value – Authorized: 9,530,157 shares at
September 30, 2020 and December 31, 2019; Issued and outstanding: 122,862 shares at September 30, 2020 and December 31, 2019 |
| | | | | | | | |
|
—*
|
| | | | | —* | | |
Convertible preferred A shares and Warrants for Convertible preferred A shares of NIS 0.01
par value – Authorized: 128,548 shares at September 30, 2020 and December 31, 2019; Issued and outstanding: 116,979 and 102,838 shares at September 30, 2020 and December 31, 2019 respectively; (liquidation preference of $8,242 and $7,127 on September 30, 2020 and December 31, 2019, respectively) |
| | | | | | | | |
|
5,630
|
| | | | | 4,943 | | |
Convertible preferred B shares of NIS 0.01 par value – Authorized: 113,763 shares at
September 30, 2020 and December 31, 2019, Issued and outstanding: 113,763 shares at September 30, 2020 and December 31, 2019 (liquidation preference of $12,502 and $11,800 on September 30, 2020 and December 31, 2019, respectively) |
| | | | | | | | |
|
9,791
|
| | | | | 9,791 | | |
Convertible preferred C shares of NIS 0.01 par value – Authorized: 227,532 shares at
September 30, 2020 and December 31, 2019; Issued and outstanding: 199,091 and 164,961 shares at September 30, 2020 and December 31, 2019, respectively; (liquidation preference of $18,732 and $14,767 on September 30, 2020 and December 31, 2019, respectively) |
| | | | | | | | |
|
17,484
|
| | | | | 14,484 | | |
Additional paid in capital
|
| | | | | | | | |
|
996
|
| | | | | 899 | | |
Accumulated deficit
|
| | | | | | | | |
|
(21,744)
|
| | | | | (17,744) | | |
Total shareholders’ equity
|
| | | | | | | | |
|
12,157
|
| | | | | 12,373 | | |
Total liabilities and shareholders’ equity
|
| | | | | | | | |
|
13,396
|
| | | | | 13,160 | | |
| | |
Nine months
ended September 30, 2020 |
| |
Nine months
ended September 30, 2019 |
| ||||||
Operating expenses | | | | | | | | | | | | | |
Research and Development
|
| | |
|
3,430
|
| | | | | 3,543 | | |
General and Administrative
|
| | |
|
600
|
| | | | | 669 | | |
Total operating expenses
|
| | |
|
4,030
|
| | | | | 4,212 | | |
Financing expenses (income), net
|
| | |
|
(30)
|
| | | | | 8 | | |
Net loss for the period
|
| | |
|
4,000
|
| | | | | 4,220 | | |
| | |
Ordinary
shares |
| |
Convertible
preferred A Shares and Warrants for convertible preferred A shares |
| |
Convertible
preferred B shares |
| |
Convertible
preferred C shares |
| |
Additional
paid in capital |
| |
Accumulated
deficit |
| |
Total
Shareholders’ equity |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
USD
|
| |
Number
|
| |
USD
|
| |
Number
|
| |
USD
|
| |
Number
|
| |
USD
|
| |
USD
|
| |
USD
|
| |
USD
|
| |||||||||||||||||||||||||||||||||
For the nine-month period ended September 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2020
|
| | | | 122,862 | | | | | | * | | | | | | 102,838 | | | | | | 4,943 | | | | | | 113,763 | | | | | | 9,791 | | | | | | 164,961 | | | | | | 14,484 | | | | | | 899 | | | | | | (17,744) | | | | | | 12,373 | | |
Share-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
97
|
| | | |
|
—
|
| | | |
|
97
|
| |
Exercise of warrants for convertible preferred A
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
14,141
|
| | | |
|
687
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
687
|
| |
Issuance of convertible preferred C shares
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
34,130
|
| | | |
|
3,000
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
3,000
|
| |
Net loss for the period
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(4,000)
|
| | | |
|
(4,000)
|
| |
Balance as of September 30, 2020
|
| | | | 122,862 | | | | | | * | | | | | | 116,979 | | | | | | 5,630 | | | | | | 113,763 | | | | | | 9,791 | | | | | | 199,091 | | | | | | 17,484 | | | | | | 996 | | | | | | (21,744) | | | | | | 12,157 | | |
For the nine-month period ended September 30, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2019
|
| | | | 117,648 | | | | | | * | | | | | | 102,838 | | | | | | 4,943 | | | | | | 113,763 | | | | | | 9,791 | | | | | | — | | | | | | — | | | | | | 671 | | | | | | (10,964) | | | | | | 4,441 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 112 | | | | | | — | | | | | | 112 | | |
Issuance of convertible preferred C shares, net of issuance cost of $16 thousand
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,831 | | | | | | 11,484 | | | | | | — | | | | | | — | | | | | | 11,484 | | |
Net loss for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,220) | | | | | | (4,220) | | |
Balance as of September 30, 2019
|
| | | | 117,648 | | | | | | * | | | | | | 102,838 | | | | | | 4,943 | | | | | | 113,763 | | | | | | 9,791 | | | | | | 130,831 | | | | | | 11,484 | | | | | | 783 | | | | | | (15,184) | | | | | | 11,817 | | |
| | |
Nine months
ended September 30, 2020 |
| |
Nine months
ended September 30, 2019 |
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Loss for the period
|
| | |
|
(4,000)
|
| | | | | (4,220) | | |
Adjustments for operating activities: | | | | | | | | | | | | | |
Depreciation
|
| | |
|
18
|
| | | | | 15 | | |
Change in other receivables and prepaid expenses
|
| | |
|
(32)
|
| | | | | 26 | | |
Change in trade payables
|
| | |
|
2
|
| | | | | (259) | | |
Change in accrued expenses
|
| | |
|
131
|
| | | | | 763 | | |
Change in employees and related expenses
|
| | |
|
97
|
| | | | | 83 | | |
Interest on deposit
|
| | |
|
—
|
| | | | | (1) | | |
Share-based compensation
|
| | |
|
97
|
| | | | | 112 | | |
| | | |
|
313
|
| | | | | 739 | | |
Net cash used in operating activities
|
| | |
|
(3,687)
|
| | | | | (3,481) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Investment in deposits
|
| | |
|
(22)
|
| | | | | — | | |
Purchase of property and equipment
|
| | |
|
(37)
|
| | | | | (2) | | |
Net cash used in investing activities
|
| | |
|
(59)
|
| | | | | (2) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Exercise of warrants for convertible preferred A
|
| | |
|
687
|
| | | | | — | | |
Issuance of convertible preferred C shares, net
|
| | |
|
3,500
|
| | | | | — | | |
Net cash provided financing activities
|
| | |
|
4,187
|
| | | | | — | | |
Change in cash, cash equivalents and restricted cash
|
| | |
|
441
|
| | | | | (3,483) | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | |
|
12,285
|
| | | | | 4,833 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | |
|
12,726
|
| | | | | 1,350 | | |
Significant non- cash transaction: | | | | | | | | | | | | | |
Right-of-use asset recognized with corresponding lease liability
|
| | |
|
221
|
| | | | | 217 | | |
Receivables in respect of shares issued
|
| | |
|
—
|
| | | | | 11,484 | | |
| | |
Nine months ended
September 30, 2020 |
| |
Nine months ended
September 30, 2019 |
| ||||||
| | |
USD thousands
|
| |
USD thousands
|
| ||||||
Research and development
|
| | |
|
66
|
| | | | | 41 | | |
General and administrative
|
| | |
|
31
|
| | | | | 71 | | |
Total share-based compensation expenses
|
| | |
|
97
|
| | | | | 112 | | |
| | |
Weighted
average exercise price |
| |
Number
of options |
| |
Weighted
average exercise price |
| |
Number
of options |
| |
Weighted
average exercise price |
| |
Number
of options |
| ||||||||||||||||||
| | |
September 30,
2020 |
| |
September 30,
2020 |
| |
September 30,
2019 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
December 31,
2019 |
| ||||||||||||||||||
Outstanding at January 1
|
| | |
|
17.32
|
| | | |
|
31,381
|
| | | | | 16.39 | | | | | | 28,438 | | | | | | 16.39 | | | | | | 28,438 | | |
Exercise
|
| | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | 17.75 | | | | | | (5,214) | | |
Forfeited
|
| | |
|
19.11
|
| | | |
|
(42)
|
| | | | | — | | | | | | — | | | | | | 19.11 | | | | | | (125) | | |
Granted
|
| | |
|
20.80
|
| | | |
|
1,460
|
| | | | | 20.80 | | | | | | 1,421 | | | | | | 20.8 | | | | | | 8,282 | | |
Outstanding at
|
| | |
|
17.47
|
| | | |
|
32,799
|
| | | | | 16.60 | | | | | | 29,859 | | | | | | 17.32 | | | | | | 31,381 | | |
| | |
2020 grant
|
|
Weighted average share prices (in U.S. dollar)(a)
|
| |
20.8
|
|
Exercise price (in U.S. dollar)
|
| |
20.8
|
|
Expected life of shares options (in years)(b)
|
| |
5.9 – 6.2
|
|
Expected volatility(c)
|
| |
93%
|
|
Risk-free interest rate(d)
|
| |
0.28% – 0.91%
|
|
Dividend yield
|
| |
0%
|
|
| | |
Page
|
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| | | | A-68 | | | |
| | | | A-68 | | | |
| | | | A-68 | | |
| Exhibit A | | | Definitions | |
| Exhibit B-1 | | | Form of Company Shareholder Support Agreement | |
| Exhibit B-2 | | | Form of Parent Shareholder Support Agreement | |
| Exhibit C-1 | | | Form of Company Lock-Up Agreement | |
| Exhibit C-2 | | | Form of Parent Lock-Up Agreement | |
| Exhibit D | | | Form of Accredited Investor Questionnaires | |
| Exhibit E | | | Form of Registration Rights Agreement | |
| Exhibit F | | | Post-Closing Officers and Directors | |
| Exhibit G | | | Form of Shavit Waiver | |
| Exhibit H | | | Form of Amended and Restated Articles of Association of Parent | |
| Exhibit I | | | Form of Chemomab Warrant | |
Term
|
| |
Section
|
|
102 Amounts | | | 1.8(d) | |
Accounting Firm | | | 1.6(e) | |
Accredited Investor Questionnaires | | | Recitals | |
ADT Agreement | | | 4.1 | |
Agreement | | | Preamble | |
Allocation Certificate | | | 5.18(a) | |
Shavit Waiver | | | Recitals | |
Anticipated Closing Date | | | 1.6(a) | |
Anti-Bribery Laws | | | 2.22 | |
Business Associate Agreement | | | 2.14(f) | |
Certificate of Merger | | | 1.3 | |
Certifications | | | 3.7(a) | |
Chemomab Warrant | | | 1.8(b) | |
Closing | | | 1.3 | |
Closing Date | | | 1.3 | |
Company | | | Preamble | |
Company Audited Financial Statements | | | 5.19 | |
Company Benefit Plan | | | 2.17(a) | |
Company Board Adverse Recommendation Change | | | 5.2(c) | |
Company Board Recommendation | | | 5.2(c) | |
Company Contractor | | | 2.17(i) | |
Company Designees | | | 5.15 | |
Company Disclosure Schedule | | | 2 | |
Company Financials | | | 2.7(a) | |
Company In-bound Licenses | | | 2.12(d) | |
Company Interim Financial Statements | | | 5.19 | |
Company Lock-Up Agreement | | | Recitals | |
Company Lock-Up Signatories | | | Recitals | |
Company Material Contract | | | 2.13(a) | |
Company Out-bound Licenses | | | 2.12(d) | |
Company Permits | | | 2.14(b) | |
Company Plan | | | 2.6(c) | |
Company Preferred Shares | | | 2.6(a) | |
Company Real Estate Leases | | | 2.11 | |
Company Signatories | | | Recitals | |
Company Share Certificate | | | 1.7 | |
Company Shareholder Matters | | | 5.2(a) | |
Company Shareholder Support Agreement | | | Recitals | |
Company Shareholder Consent | | | Recitals | |
Continuing Employees | | | 5.7(a) | |
Costs | | | 5.8(a) | |
Term
|
| |
Section
|
|
D&O Indemnified Parties | | | 5.8(a) | |
Dispute Notice | | | 1.6(b) | |
Drug Regulatory Agency | | | 2.14(a) | |
Effective Time | | | 1.3 | |
End Date | | | 9.1(b) | |
Exchange Agent | | | 1.8(a) | |
Exchange Fund | | | 1.8(a) | |
FDA | | | 2.14(a) | |
FDCA | | | 2.14(a) | |
HIPAA | | | 2.14(f) | |
Information Statement | | | 5.2(a) | |
Investor Agreements | | | 2.21(b) | |
Israeli Severance Pay Law | | | 2.17(h) | |
Liability | | | 2.9 | |
Merger | | | Recitals | |
Merger Consideration | | | 1.5(a)(ii) | |
Merger Notification Filings | | | 5.4(b) | |
Merger Sub | | | Preamble | |
Nasdaq Listing Application | | | 5.11 | |
Net Cash Consideration | | | 1.6(a) | |
Net Cash Schedule | | | 1.6(a) | |
Parent | | | Preamble | |
Parent ASD | | | Recitals | |
Parent Benefit Plan | | | 3.17(a) | |
Parent Board Adverse Recommendation Change | | | 5.3(c) | |
Parent Board Recommendation | | | 5.3(c) | |
Parent Budget | | | 4.1(b)(vii) | |
Parent Contractors | | | 3.17(r) | |
Parent Designee | | | 5.14 | |
Parent Disclosure Schedule | | | 3 | |
Parent In-bound License | | | 3.12(d) | |
Parent Material Contract | | | 3.13(b) | |
Parent Ordinary Shares | | | Recitals | |
Parent Out-bound License | | | 3.12(d) | |
Parent Outstanding Shares Certificate | | | 5.18(b) | |
Parent Permits | | | 3.14(b) | |
Parent Real Estate Leases | | | 3.11 | |
Parent SEC Documents | | | 3.7(a) | |
Parent Shareholder Matters | | | 5.3(a) | |
Parent Shareholder Support Agreement | | | Recitals | |
Parent Shareholders’ Meeting | | | 5.3 | |
Payor | | | 1.10 | |
Post-Closing Plans | | | 5.7(a) | |
Term
|
| |
Section
|
|
Pre-Closing Period | | | 4.1(a) | |
Required Company Shareholder Approval | | | 2.4 | |
Required Parent Shareholder Vote | | | 3.4 | |
Response Date | | | 1.6(b) | |
Restated Parent Articles | | | 1.4(b) | |
Section 14 Arrangement | | | 2.17(h) | |
Sensitive Data | | | 2.12(g) | |
Shavit | | | Recitals | |
Surviving Company | | | 1.1 | |
Tax Incentive Program | | | 2.16(a)(xxvi) | |
Name
|
| |
Title
|
|
Parent Designee: | | | | |
Neil Cohen | | | | |
Company Designee: | | | | |
Nissim Darvish | | | Director | |
Adi Mor | | | Director | |
Stephen Squinto | | | Director | |
Jason Camm | | | Director | |
Officers: | | | | |
Adi Mor | | | CEO and Chief Scientific Officer | |
Arnon Aharon | | | Chief Medical Officer | |
| | | | PARENT: | | |||
| | | | ANCHIANO THERAPEUTICS LTD. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | COMPANY: | | |||
| | | | [SOLELY FOR PURPOSES OF SECTION 4.7] | | |||
| | | | CHEMOMAB LTD. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | SHAREHOLDERS: | | |||
| | | | [ ] | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | PERMITTED TRANSFEREE | |
| | | |
|
|
| | | | Name: | |
| | | | Notice Information | |
| | | | Address: | |
| | | | Phone: | |
| | | | Email: | |
| “Articles” | | | shall mean these Articles of Association, as amended from time to time. | |
| “Board of Directors” | | | shall mean the Board of Directors of the Company. | |
| “Chairperson” | | | shall mean the Chairperson of the Board of Directors, or the Chairperson of the General Meeting, as the context implies; | |
| “Company” | | | shall mean Chemomab Therapeutics Ltd. | |
| “Companies Law” | | | shall mean the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Companies Law shall include reference to the Companies Ordinance (New Version), 5743-1983, of the State of Israel, to the extent in effect according to the provisions thereof. | |
| “Director(s)” | | | shall mean the member(s) of the Board of Directors holding office at a given time. | |
| “External Director(s)” | | | shall have the meaning provided for such term in the Companies Law. | |
| “General Meeting” | | | shall mean an Annual General Meeting or Special General Meeting of the Shareholders (each as defined in Article 23 of these Articles), as the case may be. | |
| “NIS” | | | shall mean New Israeli Shekels. | |
| “Office” | | | shall mean the registered office of the Company at a given time. | |
| “Office Holder” or “Officer” | | | shall have the meaning provided for such term in the Companies Law. | |
| “Economic Competition Law” | | | shall mean the Israeli Economic Competition Law, 5758-1988 and the regulations promulgated thereunder. | |
| “Securities Law” | | | shall mean the Israeli Securities Law 5728-1968 and the regulations promulgated thereunder. | |
| “Shareholder(s)” | | | shall mean the shareholder(s) of the Company, at any given time. | |
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/s/ Neil Cohen
Neil Cohen
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Interim Chief Executive Officer and Director
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February 10, 2021
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/s/ Andrew Fine
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February 10, 2021
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Anchiano Therapeutics Ltd.:
We consent to the use of our report dated March 17, 2020, with respect to the consolidated balance sheets of Anchiano Therapeutics Ltd. as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes, included herein and to the reference to our firm under the heading 'Experts' in the prospectus.
Our report contains an explanatory paragraph that states that the Company's recurring losses and cash flow deficits from operations together with other matters described in Note 1 to the consolidated financial statements raise substantial doubt about the entity's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
Our report contains an explanatory paragraph that states that during 2019 the Company’s financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company previously prepared its financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
Our report refers to a change to the method of accounting for leases.
/s/ Somekh chaikin
Somekh Chaikin
Certified Public Accountants (lsr.)
Member Firm of KPMG International
Tel Aviv, Israel
February 10, 2021
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Chemomab Ltd.:
We consent to the use of our report dated January 6, 2021, with respect to the balance sheets of Chemomab Ltd. as of December 31, 2019 and 2018, the related statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes, included herein and to the reference to our firm under the heading 'Experts' in the prospectus.
Our report refers to a change to the method of accounting for leases.
/s/ Somekh chaikin
Somekh Chaikin
Certified Public Accountants (lsr.)
Member Firm of KPMG International
Tel Aviv, Israel
February 10, 2021
Exhibit 99.1
Extraordinary General Meeting of Anchiano Therapeutics Ltd. to be held on March 15, 2021 For Holders as of February 5, 2021 Extraordinary General Meeting of Anchiano Therapeutics Ltd. March 15, 2021 See Voting Instruction On Reverse Side. Date: Please make your marks like this: Use pen only For Against Abstain (1) to approve the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of Anchiano ordinary shares, to be represented by ADSs, at the effective time of the Merger to the securityholders of Chemomab; MAIL • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. (2) to approve the issuance of such number of Anchiano ordinary shares (including ordinary shares represented by ADSs) in the private placement financing, as described in the definitive proxy statement/prospectus, as would yield at least $30.0 million and up to $50.0 million of aggregate gross proceeds to Anchiano; (3) to approve and adopt Anchiano’s amended and restated articles of association, effective upon the effective time of the Merger, which among other things will (i) increase the registered share capital of Anchiano from 500,000,000 ordinary shares, without par value, to 650,000,000 ordinary shares, without par value, (ii) effect a reverse split of Anchiano’s ordinary shares at a ratio in the range between 1-for-2 to 1-for-4, inclusive, with such ratio to be determined in the discretion of Anchiano’s board of directors, (iii) amend the manner in which directors are elected to a classified board format, (iv) change the name of Anchiano from “Anchiano Therapeutics Ltd.” to “Chemomab Therapeutics Ltd.” or such other name as may be approved by Chemomab and the Israeli Registrar of Companies and (v) make such other changes as are set forth in the amended and restated articles of association which will be attached as an annex to the definitive proxy statement/prospectus; All votes must be received by 12:00 p.m. EST, on March 10, 2021. (4) to approve the form of indemnification agreement for directors and officers of Anchiano effective upon the effective time of the Merger, and to authorize the execution and delivery of such indemnification agreement with all directors of Anchiano to be in office immediately following the effective time of the Merger or thereafter elected or appointed to the board of directors of Anchiano; PROXY TABULATOR FOR ANCHIANO THERAPEUTICS LTD. P.O. BOX 8016 CARY, NC 27512-9903 (5) to approve an amendment to Anchiano’s Compensation Policy to remove the limit on the annual premium for directors and officers insurance; Yes No 5a. Are you a Controlling Shareholder* or have a Personal Interest* in the approval of resolution 5? For Against Abstain (6) to approve an amendment to the compensation terms of the current and future directors of Anchiano, and related amendments to Anchiano’s Compensation Policy; and Yes No 6a. Are you a Controlling Shareholder* or have a Personal Interest* in the approval of resolution 6? * as defined under the Israeli Companies Law, 1999, as described in the Company’s proxy statement.If you do not mark the relevant box, to confirm whether you are a Controlling Shareholder or have a Personal Interest, your vote will not be counted. EVENT # CLIENT # Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Date Above Copyright © 2021 Mediant Communications Inc. All Rights Reserved Please Sign Here Please Date Above Please separate carefully at the perforation and return just this portion in the envelope provided. |
Anchiano Therapeutics Ltd. Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. EST on March 10, 2021) The undersigned registered owner of American Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Shares of Anchiano Therapeutics Ltd. registered in the name of the undersigned on the books of the Depositary as of the close of business on February 5, 2021 at the Extraordinary General Meeting of the Shareholders of Anchiano Therapeutics Ltd. to be held on March 15, 2021 or any postponement or adjournment thereof in respect of the resolutions specified on the reverse. NOTES: 1. Please direct the Depositary how it is to vote by placing an “X” in the appropriate box opposite each agenda item. PROXY TABULATOR FOR ANCHIANO THERAPEUTICS LTD. P.O. BOX 8016 CARY, NC 27512-9903 |
Exhibit 99.4
January 13, 2021
Anchiano Therapeutics Ltd.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
Consent to Reference in Proxy Statement/Prospectus
Anchiano Therapeutics Ltd. (the “Company”) has filed a Registration Statement on Form S-4 (Registration No. 333-252070) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.
Sincerely,
/s/ Adi Mor | |
Name: Adi Mor |
Exhibit 99.5
February 9, 2021
Anchiano Therapeutics Ltd.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
Consent to Reference in Proxy Statement/Prospectus
Anchiano Therapeutics Ltd. (the “Company”) has filed a Registration Statement on Form S-4 (Registration No. 333-252070) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.
Sincerely,
/s/ Steven Squinto | |
Name: Steven Squinto |
Exhibit 99.6
February 9, 2021
Anchiano Therapeutics Ltd.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
Consent to Reference in Proxy Statement/Prospectus
Anchiano Therapeutics Ltd. (the “Company”) has filed a Registration Statement on Form S-4 (Registration No. 333-252070) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.
Sincerely,
/s/ Nissim Darvish | |
Name: Nissim Darvish |
Exhibit 99.7
February 9, 2021
Anchiano Therapeutics Ltd.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
Consent to Reference in Proxy Statement/Prospectus
Anchiano Therapeutics Ltd. (the “Company”) has filed a Registration Statement on Form S-4 (Registration No. 333-252070) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.
Sincerely,
/s/ Joel Maryles | |
Name: Joel Maryles |
Exhibit 99.8
February 9, 2021
Anchiano Therapeutics Ltd.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
Consent to Reference in Proxy Statement/Prospectus
Anchiano Therapeutics Ltd. (the “Company”) has filed a Registration Statement on Form S-4 (Registration No. 333-252070) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.
Sincerely,
/s/ Alan Moses | |
Name: Alan Moses |
Exhibit 99.9
February 9, 2021
Anchiano Therapeutics Ltd.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
Consent to Reference in Proxy Statement/Prospectus
Anchiano Therapeutics Ltd. (the “Company”) has filed a Registration Statement on Form S-4 (Registration No. 333-252070) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.
Sincerely,
/s/ Claude Nicaise | |
Name: Claude Nicaise |