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): August 12, 2022
Chemomab Therapeutics Ltd.
(Exact name of Registrant as Specified in Its Charter)
State of Israel | 001-38807 |
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(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
Kiryat Atidim, Building 7 |
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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American Depositary Shares, each representing twenty (20) ordinary shares, no par value per share |
CMMB |
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Ordinary shares, no par value per share |
N/A | * |
* 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 2.02. Results of Operations and Financial Condition.
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Exhibit
Number
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Exhibit Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CHEMOMAB THERAPEUTICS LTD.
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Date: August 12, 2022
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By:
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/s/ Donald Marvin
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Name: Donald Marvin
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Title: Executive V.P., Chief Financial Officer and Chief Operating Officer
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• |
Awarded U.S. Patent No.11365246, "Anti CCL24 (eotaxin 2) Antibodies for Use in the Treatment of Hepatic Disease," a new method of use patent that covers the use of CM-101 and other anti-CCL24 antibodies and binding fragments in the
treatment of a range of fibro-inflammatory liver diseases, including primary sclerosing cholangitis and other cholestatic-related disorders. The new patent extends Chemomab’s intellectual property protection for CM-101 in the U.S. for another
three years through at least 2038, with additional extensions possible.
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• |
At a poster presentation at the EULAR European Congress of Rheumatology (June 1-4, Copenhagen, DK), Chemomab collaborator Professor Francesco Del Galdo of the University of Leeds presented a poster further supporting the role of CCL24 as a
therapeutic target for systemic sclerosis. This study, which examined the role of CCL24 in longitudinal cohorts of diffuse cutaneous SSc patients, reported elevated serum levels of CCL24 in these patients and showed that high circulating
CCL24 levels were correlated with disease activity and worse prognosis, as reflected by high fibrotic activity and deterioration of lung function over time.
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In an oral presentation at the 2022 EASL International Liver Congress (June 22-26, London, UK), Chemomab researchers presented data from a preclinical PSC model that used advanced technologies to reveal unique liver macrophage
subpopulations as the major source of CCL24 production in the area of the bile duct that is damaged in PSC. Chemomab scientists also demonstrated in this model that treatment with CM-101 interfered with core PSC disease pathways in a way that
is potentially associated with therapeutic activity.
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At the first international Extracellular Matrix Pharmacology Conference (June 23-25, Copenhagen DK), Chemomab researchers presented a poster that included both preclinical and early clinical data demonstrating that CM-101 attenuates
biomarkers associated with extracellular matrix (ECM) expression. ECM expression is involved in PSC pathophysiology and is closely related to CM-101’s mechanism of action. Importantly, this dataset supports the company’s efforts to translate
findings on preclinical biomarkers associated with ECM remodeling in the liver to the use of similar serum biomarkers in patients in its clinical trials.
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Appointed Jill M. Quigley, JD, 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. Previously Ms. Quigley was Chief Operating Officer at Passage Bio.
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Appointed Ilan Vaknin, PhD, MBA, as Vice President of Research & Development. Dr. Vaknin brings Chemomab more than 20 years of biotechnology drug discovery and development experience in immunology, translational research, antibody
development and manufacturing, and bioassay development, including more than a decade in senior science roles at Compugen, Ltd.
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Appointed Christina Crater, MD, as Vice President of Clinical Development. Dr. Crater
brings Chemomab an extensive background in medical affairs and clinical trial design and execution, across a broad range of therapeutic indications. She has served as medical monitor, safety physician, therapeutic expert and study director in all phases of clinical development. Dr. Crater’s experience spans pharmaceutical firms including Bristol-Myers Squibb, as well as major
clinical research organizations including PRA Health Sciences and PAREXEL International.
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Presented at the JMP Securities Life Sciences and HC Wainwright Global Investment
Conferences. Recorded webcasts from these events can be accessed at Chemomab’s website at https://investors.chemomab.com/events.
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Cash Position: Cash, cash equivalents and bank deposits were $51.8 million as of June 30, 2022, compared to $57.5 million at March 31, 2022. The company currently expects its runway to last through the end of
2023, consistent with the update provided last quarter.
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Research and Development (R&D) Expenses: R&D expenses were $2.9 million for the quarter ended June 30, 2022, compared to $1.3 million for the same quarter in 2021. The increase in R&D expense
quarter-over-quarter primarily reflects the ramp-up in activities supporting the company’s clinical programs for CM-101.
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General and Administrative (G&A) Expenses: G&A expenses were $3.3 million for the quarter ended June 30, 2022, compared to $1.5 million for the same quarter in 2021. The increase in cash G&A in
the second quarter partly reflects key additions to the senior management team, as well as a non-cash charge for previously disclosed equity-based compensation plus a provision accrued for a potential tax liability, the majority of which
arises from transactions that took place prior to the company’s reverse merger in March 2021.
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Net Loss: Net loss was $6.2 million, or a net loss of approximately $0.03 cents per basic and diluted ordinary share, for the second quarter of 2022, compared to $2.8 million, or a net loss of
approximately $0.01 per basic and diluted ordinary share, for the quarter ended June 30, 2021. The weighted average number of Ordinary Shares outstanding, basic and diluted were 228,173,276 (equal to 11,408,664 ADS’s) for the quarter ended
June 30, 2022.
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Investor Relations:
Irina Koffler LifeSci Advisors, LLC Phone: +1 (917) 734-7387 ir@chemomab.com |
Media:
Barbara Lindheim
Chemomab Therapeutics
Consulting Vice President
Investor & Public Relations,
Strategic Communications
Phone: +1 (917) 355-9234
barbara@chemomab.com
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June 30,
2022
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December 31,
2021
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Unaudited
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Audited
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Assets
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Current assets
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Cash and cash equivalents
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9,883
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15,186
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Short term bank deposits
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41,841
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45,975
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Other receivables and prepaid expenses
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3,106
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1,527
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Total current assets
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54,830
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62,688
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Non-current assets
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Long term prepaid expenses
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821
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908
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Property and equipment, net
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355
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357
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Restricted cash
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77
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55
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Operating lease right-of-use assets
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295
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345
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Total non-current assets
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1,548
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1,665
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Total assets
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56,378
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64,353
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Current liabilities
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Trade payables
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1,433
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1,336
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Accrued expenses
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1,712
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555
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Employee and related expenses
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1,117
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653
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Operating lease liabilities
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132
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106
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Total current liabilities
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4,394
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2,650
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Non-current liabilities
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Operating lease liabilities - long term
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148
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237
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Total non-current liabilities
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148
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237
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Commitments and contingent liabilities
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Total liabilities
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4,542
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2,887
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Shareholders' equity
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Ordinary shares no par value - Authorized: 650,000,000 shares as of June 30, 2022 and as of December 31, 2021
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Issued and outstanding: 228,633,120 ordinary shares as of June 30, 2022 and 228,090,300 as of December 31, 2021*
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Additional paid in capital
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99,303
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97,639
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Accumulated deficit
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(47,467
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(36,173
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Total shareholders’ equity
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51,836
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61,466
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Total liabilities and shareholders’ equity
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56,378
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64,353
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Three months
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Three months
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Six months
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Six months
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Ended
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Ended
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Ended
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Ended
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June 30,
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June 30,
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June 30,
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June 30,
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2022
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2021
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2022
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2021
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Operating expenses
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Research and development
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2,914
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1,307
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5,659
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2,464
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General and administrative
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3,340
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1,446
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5,915
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1,988
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Total operating expenses
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6,254
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2,753
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11,574
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4,452
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Financing expense, net
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480
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17
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264
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22
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Loss before taxes
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6,734
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2,770
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11,838
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4,474
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Taxes on income (benefit)
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(544
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-
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(544
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-
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Net loss for the period
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6,190
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2,770
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11,294
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4,474
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Basic and diluted loss per Ordinary Share (*) (**)
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0.027
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0.013
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0.050
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0.024 |
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Weighted average number of Ordinary Shares outstanding, basic, and diluted (*) (**)
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228,173,276
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216,266,993
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228,132,249
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186,840,022
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