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): June 21, 2022

 

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.
 
(d) On June 16, 2022, the Board of Directors (“Board”) of Chemomab Therapeutics Ltd. (the “Company”) appointed Jill M. Quigley to the Board and the audit committee of the Board (the “Audit Committee”), effective immediately. The Board determined Ms. Quigley to be an independent director and designated her as an audit committee financial expert. With Ms. Quigley's appointment to the Board, the size of the Board will be seven directors. Following Ms. Quigley’s appointment to the Audit Committee, such committee will be comprised of Claude Nicaise (Chair), Alan Moses, and Jill M. Quigley. The biographical information for Ms. Quigley appears below:

Jill M. Quigley, age 47, has more than 20 years of biotechnology industry experience encompassing executive management, corporate operations, legal affairs, financing and board membership. Since December 2020, Ms. Quigley has served as a member of the board of directors of Terns Pharmaceuticals, Inc. (Nasdaq: TERN), including her role as chairperson of its audit committee. From November 2018 until December 2021, Ms. Quigley served as Chief Operating Officer of Passage BIO, Inc. (Nasdaq: PASG). Previously, she served as the Interim Chief Executive Officer and General Counsel of Nutrinia, Inc., from January 2016 to November 2018. From July 2012 to January 2016, Ms. Quigley served in various roles at Shire plc, most recently as Senior Legal Counsel. Ms. Quigley received her undergraduate degree in Communications, Legal Institutions, Economics & Governance (CLEG) from American University and J.D. from Rutgers School of Law.

There are no arrangements or understandings between Ms. Quigley and any other person pursuant to which she was appointed. Ms. Quigley’s compensation for her service as a non-employee director will be consistent with that of the Company’s other non-employee directors. Ms. Quigley is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

As described in Item 5.02 above, on June 21, 2022, the Company issued a press release announcing the appointment of Ms. Jill M. Quigley to the Board. 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.
   


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: June 21, 2022
By:
/s/ Donald Marvin
 
 
 
Name: Donald Marvin
 
 
 
Title: Executive V.P., Chief Financial Officer and
Chief Operating Officer
 
graphic


Exhibit 99.1




Chemomab Therapeutics Appoints Jill M. Quigley, JD, to Its Board of Directors

—Ms. Quigley’s Broad Biotechnology Industry Experience Encompasses Leadership Positions in
Executive Management, Operations and Legal Affairs—

TEL AVIV, Israel, June 21, 2022 -- Chemomab Therapeutics, Ltd. (Nasdaq: CMMB) (Chemomab), a clinical stage biotechnology company focused on the discovery and development of innovative therapeutics for fibrotic and inflammatory diseases with high unmet need, today announced that Jill M. Quigley, JD, has been appointed to the Chemomab board of directors. Ms. Quigley brings more than 20 years of biotechnology industry leadership experience encompassing executive management, corporate operations, legal affairs, financings, and board membership.

Dale Pfost, PhD, Chairman and Chief Executive Officer of Chemomab, commented, “We are delighted to welcome Jill Quigley to our board of directors. She brings an exceptionally well-rounded suite of biotechnology skills and experience to Chemomab. Building on her initial expertise in legal affairs, Jill broadened her capabilities and experience, ultimately serving as head of operations and chief executive of biotechnology firms developing important innovative products for rare diseases. She has worked extensively with public companies, established domestic and international operations, helped lead major financing rounds and served as a senior executive at a U.S.-Israeli biopharmaceutical firm. We look forward to her many contributions as a Chemomab director.”

“Chemomab is at an exciting time in its development, as it advances its novel antibody CM-101 in clinical trials for primary sclerosing cholangitis and prepares to launch a Phase 2 trial in systemic sclerosis, two potentially fatal rare diseases in urgent need of better therapies,” said Ms. Quigley. “I have been impressed by the rigor and novelty of the company’s science and the strength of its management. I look forward to working with my fellow directors and the Chemomab team to help the company realize its goal of developing first-in-class disease-modifying therapies that make a major difference in the lives of patients.”

Until December 2021, Ms. Quigley was Chief Operating Officer at Passage Bio, a publicly traded gene therapy company. Previously, she served as Chief Executive Officer and General Counsel of Nutrinia, a developer of novel treatments for rare gastrointestinal diseases. Earlier, Ms. Quigley served as Senior Counsel at NPS Pharmaceuticals, a publicly traded biotechnology company that was acquired by Shire; as Corporate Counsel for Pharmasset, a publicly traded biotechnology firm that was acquired by Gilead Sciences; and as Assistant Corporate Counsel for publicly traded Integra Life Sciences. Earlier in her career she was an Associate with the law firm of Dechert LLP. Ms. Quigley holds a BA degree from American University and a JD from Rutgers School of Law.

Ms. Quigley, who is filling an open position on the Chemomab board, will serve on Chemomab’s Audit Committee. She currently is also a member of the board of directors of publicly traded Terns Pharmaceuticals, where she is Chair of the Audit Committee.

About Chemomab Therapeutics
Chemomab is a clinical stage biotechnology 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 the potential to treat multiple severe and life-threatening fibrotic and inflammatory diseases. It is currently in Phase 2 trials for primary sclerosing cholangitis and liver fibrosis, with a Phase 2 trial in systemic sclerosis expected to begin in late 2022. For more information, visit 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: risks related to Chemomab’s ability to effectively implement the revised clinical strategy and its ability to achieve the anticipated results; risks related to the projections and associated benefits in pursuing the contemplated changes to the clinical strategy; risks associated with the ongoing transitions of certain of our executive officers, including Chemomab’s new Chief Executive Officer; 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 including any potential delays associated with Chemomab’s contemplated revised clinical strategy; 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 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, except to the extent required by applicable law.

Contacts:

Media:
Barbara Lindheim
Chemomab Therapeutics
Consulting Vice President
Investor & Public Relations,
Strategic Communications
Phone: +1-917-355-9234
barbara@chemomab.com

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