SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020 | 3. Issuer Name and Ticker or Trading Symbol Anchiano Therapeutics Ltd. [ ANCN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 6,521,753(1) | D(2) | |
Ordinary Shares | 6,911,166(3) | D(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | (5)(6) | 06/29/2023 | Ordinary Shares | 2,396,496(5)(6) | 1.932(5)(6) | D(4) | |
Employee stock options | (7) | 11/13/2029 | Ordinary Shares | 55,000 | 0.47 | D(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Consists of 1,304,347 American Depositary Shares ("ADSs"), each of which represents five ordinary shares, no par value ("Ordinary Shares"), of the Issuer, evidenced by American Depositary Receipts. |
2. The securities reported are held directly by Access Industries Holdings LLC ("AIH") and may be deemed to be beneficially owned by Access Industries, LLC ("Access LLC"), Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Access LLC holds a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than AIH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIH) is the beneficial owner of such securities for any purpose. |
3. Consists of 6,585,081 Ordinary Shares and 65,217 ADSs. |
4. The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI"). AIH, Access LLC, Management LLC and Len Blavatnik may be deemed to beneficially own the securities held directly by CBI because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose. |
5. On June 29, 2018, pursuant to a securities purchase agreement, dated March 29, 2018, between the Issuer and certain investors, CBI was issued a warrant to purchase 1,041,185 Ordinary Shares, as partial consideration for repayment of financing that was provided to the Issuer by CBI. Pursuant to the warrant agreement, dated June 20, 2018 (the "Warrant Agreement"), each warrant is exercisable for one Ordinary Share. |
6. CBI may elect to exercise the warrant in whole or in part and from time to time at any time until June 29, 2023, in cash or on a net issuance basis, in an amount equal to the aggregate exercise price for the Ordinary Shares being acquired upon exercise. The number of Ordinary Shares purchasable upon exercise of the warrant and the exercise price is subject to adjustments, as set forth in the Warrant Agreement. On February 14, 2019, in connection with the closing of the Issuer's initial public offering of ADSs, as a result of triggering certain price protection rights, the warrant was adjusted to provide for the purchase of an additional 1,355,311 Ordinary Shares from the Issuer. |
7. One-third of the options vest on November 10, 2020 and one-twelfth at the end of each calendar quarter thereafter, until fully vested. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Alejandro Moreno for Access Industries Holdings LLC | 01/02/2020 | |
/s/ Ofer Gonen (CEO) and Assaf Segal (CFO) for Clal Biotechnology Industries Ltd. | 01/02/2020 | |
/s/ Alejandro Moreno for Access Industries, LLC | 01/02/2020 | |
/s/ Alejandro Moreno for Access Industries Management, LLC | 01/02/2020 | |
/s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik | 01/02/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |