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): November 8, 2021

 

Chemomab Therapeutics Ltd.

(Exact name of Registrant as Specified in Its Charter)

 

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

 

Kiryat Atidim, Building 7
 
Tel Aviv, Israel 6158002
(Address of principal executive offices) (Zip Code)

 

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

 

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

 

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

 

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

 

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

 

Title of each class   Trading
Symbol(s) 		  Name of each
exchange
on which registered
American Depositary Shares, each representing twenty (20) ordinary shares, no par value per share
  CMMB
  Nasdaq Capital Market
         
Ordinary shares, no par value per share
  N/A   Nasdaq Capital Market*

 

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

 

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

 

Emerging growth company  ☒

 

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


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Conclusion of Engagement with Outgoing Interim Chief Financial Officer

On November 8, 2021, Chemomab Therapeutics Ltd. (the “Company”) and Ms. Sigal Fattal mutually agreed to conclude Ms. Fattal’s engagement as Interim Chief Financial Officer of the Company and its wholly-owned subsidiary Chemomab Ltd. (the “Subsidiary”). Ms. Fattal will continue to serve the Company and Subsidiary as a senior consultant to Mr. Marvin.

(c) Appointment of Chief Financial Officer and Chief Operating Officer
 
On November 8, 2021, the Company issued a press release announcing that, on November 8, 2021, it appointed Mr. Donald Marvin as the Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company, effective as of November 8, 2021. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The biographical information for Mr. Marvin appears below:
 
Donald Marvin, age 69, has more than 35 years of experience at growth enterprises in corporate finance and fundraising, strategy, corporate development, mergers and acquisitions, and operations.  Mr. Marvin served as Executive Vice President and Chief Financial Officer of Lodo Therapeutics from 2020 until 2021. He was previously Chairman, President and CEO of Concentric from 2014 to 2021. Prior to his positions at Concentric, Mr. Marvin was Managing Partner of Cairn Associates from 2006 until 2014. He was President and CEO of IdentiGEN from 2006 until 2009. Mr. Marvin was a co-founder of Orchid BioSciences, where he served as Chief Operating Officer, CFO and Senior Vice President of Corporate Development from 1997 to 2003, and President and Chief Executive Officer of Diatron Corporation from 1986 until 1994. Earlier in his career, Mr. Marvin held positions of increasing responsibility at Abbott, Boehringer Ingelheim, Bayer, and PepsiCo. Mr. Marvin earned a Bachelor of Science degree from The Ohio State University and an MBA from Iona College.
 
Mr. Marvin does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings between Mr. Marvin and any other person pursuant to which Mr. Marvin was selected to serve as Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company. There have been no transactions involving Mr. Marvin that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Employment Agreement and Other Compensatory Arrangements

On November 8, 2021, the Chemomab Therapeutics Inc., the Company's wholly owned subsidiary, entered into an Executive Employment Agreement with Mr. Marvin (the “Agreement”). Mr. Marvin will receive an annual base salary of $460,000, and will be part of the Company’s bonus program with a yearly bonus potential of 45% of his base annual base salary, which bonus will be based on the achievement of mutually agreeable objectives to be determined by Mr. Marvin and the Chief Executive Officer of the Company. Additionally, Mr. Marvin will receive (i) 1.5% of the outstanding equity of the Company, which exercise price is based on the average of Company’s ADS market value over the 30 calendar days preceding November 8, 2021, and vesting over four years, (ii) an additional 0.5% of the outstanding equity of the Company for the achievement of strategic goals as agreed upon with the Compensation Committee and approved by the Board of Directors, (iii) a $25,000 signing bonus, and (iv) a 12-month initial severance package, which will increase by one month every two years that Mr. Marvin is employed by the Company, provided however that such amount does not exceed 18 months.

The foregoing description of the terms of the Agreement does not purport to be a complete description and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference in its entirety into this Item 5.02.

Item 7.01 Regulation FD Disclosure.

As described in Item 5.02 above, on November 8, 2021, the Company issued a press release announcing the appointment of Mr. Marvin as the Chief Financial Officer, Executive Vice President and Chief Operating Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Exhibit Description

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


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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CHEMOMAB THERAPEUTICS LTD.
 
 
 
 
 
Date: November 8, 2021
By:
/s/ Dale Pfost
 
 
 
Name: Dale Pfost
 
 
 
Title: Chief Executive Officer
 
 
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Exhibit 99.1



Chemomab Therapeutics Names Donald R. Marvin Chief Financial Officer,
Executive Vice President and Chief Operating Officer

Seasoned veteran brings Chemomab three decades of diverse life sciences industry experience

TEL AVIV, Israel, November 8, 2021 -- Chemomab Therapeutics Ltd. (Nasdaq: CMMB), (Chemomab) a clinical-stage biotech company focused on the discovery and development of innovative therapeutics for fibrotic and inflammatory diseases with high unmet need, today announced that Donald R. Marvin has been named Chief Financial Officer, Executive Vice President and Chief Operating Officer. Mr. Marvin is a seasoned biotechnology executive with over 35 years of experience at growth enterprises in corporate finance and fundraising, strategy, corporate development, mergers and acquisitions, and operations.
 
“Don’s deep expertise in building life sciences companies through a combination of organic growth and targeted strategic acquisitions will be invaluable as we advance our promising clinical programs and leverage the scientific foundation established by our founding team,” said Dale Pfost, PhD, Chief Executive Officer of Chemomab. “Don and I have worked separately and together to leverage innovative science, operational excellence and value-enhancing transactions to grow successful enterprises and create stakeholder value. I look forward to Don’s many contributions to Chemomab’s emerging leadership in developing novel therapeutics for fibrotic and inflammatory diseases with high unmet need.”
 
Until its acquisition earlier this year, Mr. Marvin served as Executive Vice President and Chief Financial Officer of Lodo Therapeutics. He was previously Chairman, President and CEO of Concentric, an agtech company that develops biological and essential plant nutrient inputs. Before Concentric, he was President and CEO of IdentiGEN, a leading provider of DNA-based solutions to the agriculture and food industries. Mr. Marvin was a co-founder of Nasdaq-traded Orchid BioSciences, a pioneer in human DNA testing, where he served as Chief Operating Officer, CFO and Senior Vice President of Corporate Development. A former New Jersey CFO of the Year, he has raised close to a half billion dollars in financings and has completed over a dozen successful mergers and acquisitions. Earlier in his career, Mr. Marvin held positions of increasing responsibility at Abbott, Boehringer Ingelheim, Bayer and PepsiCo. He has served on public and private company boards and regularly contributes columns to Forbes. Mr. Marvin earned a Bachelor of Science degree from The Ohio State University and an MBA from Iona College.
 
Mr. Marvin noted, “I am delighted to join Chemomab and reunite with Dale at a young company with so much promise. Chemomab has identified a unique immunotherapy target with the potential to generate a pipeline in a product, which I see as a solid base for building a world-class company. First and foremost, we will strive to continue to make the most of our current clinical trials, which reflect Chemomab’s 10-year commitment to discipline, drive and excellence in its scientific development activities. I also look forward to working with Chemomab’s strong executive team and its talented scientists to extend the company’s capabilities and take us to the next stage.”
 
Sigal Fattal, Chemomab’s interim CFO, will serve as a senior financial advisor to Mr. Marvin. Adi Mor, PhD, co-founder and CSO of Chemomab, commented, “We are delighted to have an executive with Don’s exceptional breadth of experience and established industry contacts join Chemomab. We also want to thank Sigal for her excellent work in building our finance organization and steering us through the transition to becoming a public company. We are very pleased that she will continue as a valued member of our senior team.”
 
About Chemomab Therapeutics Ltd.
Chemomab is a clinical-stage biotech company focusing on the discovery and development of innovative therapeutics for fibrotic and inflammatory diseases with high unmet need. Based on the unique and pivotal role of the soluble protein CCL24 in promoting fibrosis and inflammation, Chemomab developed CM-101, a monoclonal antibody designed to bind and block CCL24 activity. CM-101 has demonstrated potential to treat multiple severe and life-threatening fibrotic and inflammatory diseases. It is currently in Phase 2 safety and efficacy trials in patients with primary sclerosing cholangitis (PSC) and liver fibrosis, with a third Phase 2 trial in systemic sclerosis (SSc) expected to begin early in 2022.

For more information on Chemomab, visit www.chemomab.com.

Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, among other things, statements regarding the clinical development pathway for CM-101; the future operations of Chemomab and its ability to successfully initiate and complete clinical trials and achieve regulatory milestones; the nature, strategy and focus of Chemomab; the development and commercial potential and potential benefits of any product candidates of Chemomab; and that the product candidates have the potential to address high unmet needs of patients with serious fibrosis-related diseases and conditions. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based upon Chemomab’s current expectations. Forward-looking statements involve risks and uncertainties. Because such statements deal with future events and are based on Chemomab’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Chemomab could differ materially from those described in or implied by the statements in this presentation, including: the uncertain and time-consuming regulatory approval process; risks related to Chemomab’s ability to correctly manage its operating expenses and its expenses; Chemomab’s plans to develop and commercialize its product candidates, focusing on  CM-101; the timing of initiation of Chemomab’s planned clinical trials; the timing of the availability of data from Chemomab’s clinical trials; the timing of any planned investigational new drug application or new drug application; Chemomab’s plans to research, develop and commercialize its current and future product candidates; the clinical utility, potential benefits and market acceptance of Chemomab’s product candidates; Chemomab’s commercialization, marketing and manufacturing capabilities and strategy; Chemomab’s ability to protect its intellectual property position; and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all. Additional risks and uncertainties relating to Chemomab’s and its business can be found under the caption “Risk Factors” and elsewhere in Chemomab’s filings and reports with the SEC. Chemomab expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Chemomab’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Contacts:

Investor Relations:
Irina Koffler
LifeSci Advisors, LLC
Phone: +1-917-734-7387
ir@chemomab.com

Media:
Barbara Lindheim
BLL Partners for Chemomab
Phone: +1-917-355-9234
blindheim@bllbiopartners.com