UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 5, 2021

 

Chemomab Therapeutics Ltd.

(Exact name of Registrant as Specified in Its Charter)

 

State of Israel

(State or Other Jurisdiction
of Incorporation)

001-38807

(Commission
File Number)

81-3676773

(IRS Employer

Identification No.)

 

Kiryat Atidim, Building 7

Tel Aviv, Israel

(Address of principal executive offices)

6158002

(Zip Code)

 

Registrant’s telephone number, including area code: +972-77-331-0156

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s) 		  Name of each exchange on which registered
American Depositary Shares, each representing five ordinary shares, no par value per share   CMMB   Nasdaq Capital Market
         
Ordinary shares, no par value per share   N/A   Nasdaq Capital Market*

 

* Not for trading; only in connection with the registration of American Depositary Shares.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

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Item 8.01  Other Events.

 

On March 17, 2021, Chemomab Therapeutics Ltd. (formerly known as Anchiano Therapeutics Ltd.) (the “Company”) reported on Form 8-K that on March 16, 2021, Anchiano Therapeutics Inc., a company organized under the laws of Delaware and a wholly-owned subsidiary of the Company (the “Subsidiary”) and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”), entered into an Asset Purchase and Assignment Agreement (the “Agreement”) pursuant to which the Subsidiary agreed to sell all of its rights and obligations in its business to the extent related to the research, development and commercialization of Compounds and Products (as such terms are defined in the Collaboration and License Agreement entered into as of September 13, 2019, by and between ADT Pharmaceuticals, LLC and the Company) to Kestrel in exchange for a total of $1 million, $125,000 of which was paid as a non-refundable payment on February 2, 2021 to cover the Subsidiary’s costs and expenses for the exclusivity set forth in a term sheet entered into between the Subsidiary and Kestrel on January 11, 2021.

 

On March 31, 2021 (the “Amendment Date”), the Subsidiary and Kestrel agreed to amend the Agreement (the “Amendment”), whereby as of the Amendment Date (and not later than April 5, 2021), Kestrel will pay the Subsidiary an additional non-refundable payment of $125,000 (the “Second Upfront Payment”), and, furthermore, will pay the remaining $750,000 as of the Closing, which the Amendment defines as occurring on or before April 30, 2021. Additionally, the Amendment provides that its terms and obligations will become effective only upon receipt of the Second Upfront Payment, provided it is received no later than April 5, 2021.

 

A copy of the amendment is attached as exhibit 99.1 to this Current Report on Form 8-K.

  

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits Below is a list of exhibits included with this Current Report on Form 8-K.

 

Exhibit
No. 		  Document
99.1   Amendment to Asset Purchase and Assignment Agreement, dated March 31, 2021

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Chemomab Therapeutics Ltd.
     
  By: /s/ Adi Mor
  Name: Adi Mor
  Title: Chief Executive Officer and Chief Scientific Officer

 

Date: April 5, 2021 

 

 

 

 

Exhibit 99.1

 

FIRST AMENDMENT TO

ASSET PURCHASE AND ASSIGNMENT AGREEMENT

 

THIS FIRST AMENDMENT TO ASSET PURCHASE AND ASSIGNMENT AGREEMENT (the “Amendment”), is made effective as of the 31th day of March, 2021 (the “Amendment Date”) by and between Anchiano Therapeutics, Inc., a company organized under the laws of Delaware (“Anchiano”) and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”; each of Anchiano and Kestrel, a “Party” and, together, the “Parties”).:

 

Capitalized terms used and not otherwise defined herein shall have the respective meaning ascribed to them in the Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Parties, are parties to that certain Asset Purchase and Assignment Agreement dated as of March 16, 2021 (the Agreement” and the “Effective Date”); and

 

WHEREAS, the parties have agreed to amend certain provisions of the Agreement as set forth herein.

 

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

 

1. On the Amendment Date (and not later than April 5, 2021), Kestrel shall pay Anchiano a non- refundable payment in the amount of $125,000 (the “Second Upfront Payment”).
   
2. Section 1.6 to the Agreement shall be replaced in its entirely by the following: “Purchase Price. As consideration for the assignment of the Transferred Assets, Kestrel shall, at the Closing, (i) pay to Anchiano the sum of US$750,000 (i.e. a total of US$1,000,000 with the upfront payments) (such amount is in addition to the “Upfront Payment” in the amount of US$125,000 made by Kestrel to Anchiano prior to the Closing Date pursuant to the Term Sheet between the Parties dated January 11, 2021 and the Second Upfront Payment, the “Purchase Price”), and (ii) assume the Assumed Liabilities.”
   
3. Section 3.1 to the Agreement shall be replaced in its entirely by the following: “The transactions contemplated under this Agreement shall occur and take place at a closing (the “Closing”) to be held on or before April 30, 2021 (or such other date if mutually agreed between the Parties) (such date, the “Closing Date”)”
   
4. This Amendment shall be effective as of the Effective Date. Other than as specifically amended hereby, the provisions of the Agreement shall remain in full force and effect. In the event of a contradiction between any provision of the Agreement and this Amendment, the terms of this Amendment shall prevail.
   
5. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment shall become effective only upon the receipt by Anchiano of the Second Upfront Payment, provided, such Second Upfront Payment is received by Anchiano not later than April 5, 2021 (end of day US Eastern Time). It is clarified that if the Closing takes place on April 30, 2021 (or at such other date if agreed between the Parties) – all payments that were due under the Collaboration and License Agreement (or otherwise under the Transferred Assets and Assumed Liabilities, including for maintaining any intellectual property rights and any related reimbursements to ADT for any patent expenses) for the duration between March 31 and April 30, 2021 (or such other Closing Date) – shall be borne by Kestrel and added to the Purchase Price (as if the Closing occurred on March 31, 2021).

 

[Signature page follows]

 

 

2

 

IN WITNESS WHEREOF, as of the date first above written, the undersigned parties hereto have caused this First Amendment to Agreement to be executed and delivered.

 

Anchiano Therapeutics, Inc.  
   
By: /s/ Adi Mor  
Name: Adi Mor  
Title: CEO  
   
Kestrel Therapeutics, Inc.  
   
By: /s/ Frank Haluska  
Name: Frank Haluska  
Title: CEO