| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2021 | May 16, 2021 | |
| Document and Entity Information | ||
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2021 | |
| Entity Registrant Name | Chemomab Therapeutics Ltd. | |
| Trading Symbol | ANCN | |
| Security Exchange Name | NASDAQ | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Ex Transition Period | false | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 37,099,352 | |
| Entity Central Index Key | 0001534248 | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | false | |
| Title of 12(b) Security | American Depositary Shares, each representing five ordinary shares, no par value per share |
| Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
| Current assets | |||
| Cash and cash equivalents | $ 58,180 | $ 11,674 | |
| Short term bank deposits | 23 | 24 | |
| Asset held for sale | 1,000 | ||
| Other receivables and prepaid expenses | 320 | 141 | |
| Total current assets | 59,523 | 11,839 | |
| Non-current assets | |||
| Long term deposit | 4 | 4 | |
| Property and equipment, net | 148 | 152 | |
| Restricted cash | 51 | 53 | |
| Operating lease right of use | 397 | 428 | |
| Total non-current assets | 600 | 637 | |
| Total assets | 60,123 | 12,476 | |
| Current liabilities | |||
| Trade payables | 2,083 | 93 | |
| Accrued expenses | 1,956 | 715 | |
| Employee and related expenses | 523 | 438 | |
| Operating lease liabilities | 69 | 70 | |
| Total current liabilities | 4,631 | 1,316 | |
| Non -current liabilities | |||
| Operating lease liabilities - long term | 328 | 358 | |
| Total non-current liabilities | 328 | 358 | |
| Commitments and contingent liabilities | |||
| Total liabilities | 4,959 | 1,674 | |
| Shareholders' equity | |||
| Ordinary shares no par value - Authorized: 650,000,000 at March 31, 2021 and authorized 500,000,000 shares as of December 31, 2020 ; Issued and outstanding: 213,959,940 shares at March 31, 2021 and 9,274,838 shares at December 31, 2020 | 0 | 0 | |
| Additional paid in capital | 80,563 | 34,497 | |
| Accumulated deficit | (25,399) | (23,695) | |
| Total shareholders' equity | 55,164 | 10,802 | [1] |
| Total liabilities and shareholders' equity | $ 60,123 | $ 12,476 | |
| [1] | *Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1) | ||
| Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
| Condensed Consolidated Balance Sheets | ||
| Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
| Common Stock, Shares Authorized | 650,000,000 | 500,000,000 |
| Common Stock, Shares, Issued | 213,959,940 | 9,274,838 |
| Common Stock, Shares, Outstanding | 213,959,940 | 9,274,838 |
| Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
| Mar. 31, 2021 | Mar. 31, 2020 | ||
| Operating expenses | |||
| Research and development | $ 1,157 | $ 1,552 | |
| General and administrative | 542 | 152 | |
| Total operating expenses | 1,699 | 1,704 | |
| Financing expenses (income), net | 5 | (9) | |
| Net loss for the period | $ 1,704 | $ 1,695 | |
| Basic and diluted loss per Ordinary Share | [1] | $ 0.011 | $ 0.013 |
| Weighted average number of Ordinary Shares outstanding, basic and diluted | 156,751,771 | 129,761,778 | |
| [1] | Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer’s shareholders in the reverse recapitalization transaction (refer to Note 1) | ||
| Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) | Ordinary shares | Additional paid-in capital | Accumulated deficit | Total | |
| Beginning balance at Dec. 31, 2019 | [1] | $ 0 | $ 30,117,000 | $ (17,744,000) | $ 12,373,000 |
| Beginning balance (in shares) at Dec. 31, 2019 | [1] | 9,274,838 | |||
| Changes during the year: | |||||
| Share-based compensation | $ 0 | 46,000 | 0 | 46,000 | |
| Net loss for the year | (1,695,000) | (1,695,000) | |||
| Ending balance at Mar. 31, 2020 | $ 0 | 30,163,000 | (19,439,000) | 10,724,000 | |
| Ending balance (in shares) at Mar. 31, 2020 | 9,274,838 | ||||
| Beginning balance at Dec. 31, 2020 | [1] | $ 0 | 34,497,000 | (23,695,000) | 10,802,000 |
| Beginning balance (in shares) at Dec. 31, 2020 | [1] | 9,274,838 | |||
| Changes during the year: | |||||
| Share-based compensation | $ 0 | 43,000 | 0 | 43,000 | |
| Effect of reverse capitalization transaction | 2,476,000 | 2,476,000 | |||
| Effect of reverse capitalization transaction (in shares) | 152,299,702 | ||||
| Issuance of shares and warrants, net | 43,547,000 | 43,547,000 | |||
| Issuance of shares and warrants, net (In shares) | 52,385,400 | ||||
| Net loss for the year | (1,704,000) | (1,704,000) | |||
| Ending balance at Mar. 31, 2021 | $ 0 | $ 80,563,000 | $ (25,399,000) | $ 55,164,000 | |
| Ending balance (in shares) at Mar. 31, 2021 | 213,959,940 | ||||
| [1] | *Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1) | ||||
| Unaudited Condensed Consolidated Statements of Cash flows - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 31, 2021 | Mar. 31, 2020 | |
| Cash flows from operating activities | ||
| Loss for the period | $ (1,704) | $ (1,695) |
| Adjustments for operating activities: | ||
| Depreciation | 7 | 5 |
| Change in other receivables and prepaid expenses | (57) | 52 |
| Change in trade payables | 281 | 37 |
| Change in accrued expenses | (62) | (204) |
| Change in employees and related expenses | 85 | (50) |
| Share-based compensation | 43 | 46 |
| Changes in operating asset and liabilities: | ||
| Prepaid and other current | 57 | (52) |
| Trade payables | 281 | 37 |
| Accrued expenses and other | 411 | (218) |
| Net cash used in operating activities | (1,293) | (1,913) |
| Cash flows from investing activities | ||
| Investment in deposits | 1 | 0 |
| Purchase of property and equipment | (3) | (10) |
| Net cash used in investing activities | (2) | (10) |
| Cash flows from financing activities | ||
| Cash acquired in reverse recapitalization | 2,427 | 0 |
| Receivables on account of shares | 0 | 500 |
| Issuance of Shares and warrants, net of issuance costs | 45,372 | 0 |
| Net cash provided by financing activities | 47,799 | 500 |
| Change in cash, cash equivalents and restricted cash | 46,504 | (1,423) |
| Cash, cash equivalents and restricted cash at beginning of period | 11,727 | 12,259 |
| Cash, cash equivalents and restricted cash at end of period | $ 58,231 | $ 10,836 |
| Unaudited Condensed Consolidtaed Statements of Cash flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 31, 2021 | Mar. 31, 2020 | |
| Reconciliation in amounts on consolidated balance sheets: | ||
| Cash and cash equivalents | $ 58,180 | |
| Total cash, cash equivalents and restricted cash | 58,231 | $ 10,836 |
| Supplemental disclosure of non-cash investing and financing activities: | ||
| Liabilities assumed, net of non-cash assets received in reverse merger | 49 | 0 |
| Accrued issuance expenses | $ 1,825 | $ 0 |
| General. | 3 Months Ended |
| Mar. 31, 2021 | |
| General. | |
| General. | A. Chemomab Therapeutics Ltd. (hereinafter - "the Company") is an Israeli based company that was incorporated on September 2011. The Company’s registered office is located in Kiryat Atidim, Tel Aviv, Israel. The Company is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high-unmet medical need that involve inflammation and fibrosis. B. On March 16, 2021, the Company, then known as Anchiano Therapeutics Ltd. (“Anchiano”), completed its merger with Chemomab Ltd., a privately-held Israeli limited company (“Chemomab Ltd.”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 14, 2020, by and among Anchiano, CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Anchiano (“Merger Sub”), and Chemomab Ltd. (the “Merger”). Upon completion of the Merger, pursuant to which Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. being the surviving entity and a wholly-owned subsidiary of Anchiano, the Company changed its name from “Anchiano Therapeutics Ltd.” to “Chemomab Therapeutics Ltd.” and the business conducted by Chemomab Ltd. became primarily the business conducted by the Company. For accounting purposes, Chemomab Ltd. is considered the acquirer of Anchiano based upon the terms of the Merger as well as other factors including; (i) Chemomab Ltd. former shareholders own approximately 90% of the combined Company’s outstanding ordinary shares immediately following the closing of the Merger, and (ii) Chemomab Ltd. management holds key management positions of the combined Company. The Merger has been accounted for as an asset acquisition (reverse recapitalization transaction) rather than business combination, as the assets acquired and the liabilities assumed by Chemomab Ltd. do not meet the definition of a business under U.S. GAAP. The net assets acquired in connection with this transaction were recorded at their estimated acquisition date fair market value as of March 16, 2021, the date of completion of the Merger. Immediately prior to the effective date of the Merger, all preferred shares of Chemomab Ltd. were converted into ordinary shares of Chemomab Ltd. on a one-for-one basis. In connection with the Merger, and following the effective time of the Merger, the Company effected a reverse share split of the Company’s ordinary shares at a ratio of 4:1 (the “Reverse Split”) and increased the number of ordinary shares per one American Depositary Share ("ADS") from 5 to 20. At the effective time of the Merger, each Chemomab Ltd. ordinary share outstanding immediately prior to the effective time of the Merger automatically converted into the right to receive approximately 12.86 ADSs, each representing 20 Anchiano ordinary shares, plus a warrant to purchase ADSs that may become exercisable only under certain circumstances. The exchange rate was calculated by a formula that was determined through arms-length negotiations between the Company and Chemomab Ltd. The combined Company assumed all of the outstanding options of Chemomab Ltd., vested and not vested, under the 2015 Plan, with such options representing the right to purchase a number of ADSs equal to approximately 12.86 multiplied by the number of shares of Chemomab Ltd. ordinary shares previously represented by such options. The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements give retroactive effect to the exchange ratio and change in par value for all periods presented. The equity structure reflects the legal acquirer's equity structure. The balance is adjusted to reflect the par value of the outstanding shares of the legal acquirer, including the number of shares issued in the reverse acquisition. Any difference is recognized as an adjustment to the additional paid in capital. Immediately after completion of the Merger, on March 16, 2021, the Company had 8,078,727 ADSs issued and outstanding (9,003,357 on a fully diluted basis). In addition, immediately after the Merger, Chemomab Ltd. shareholders prior to the Merger owned approximately 90% of the number of shares of the Company and the shareholders of the Company immediately prior to the Merger owned approximately 10% of the number of shares of the Company (all on a fully diluted basis). On March 16, 2021, prior to the effectiveness of the Merger, Anchiano had 65,675,904 ordinary shares outstanding (prior to the effect of the reverse share split) and a market capitalization of $58.7 million. The estimated fair value of the net assets of Anchiano on March 16, 2021, prior to the Merger, was approximately $2.5 million. The fair value of ordinary shares on the Merger closing date, prior to the Merger, was above the fair value of the Company’s net assets. As the Company’s net assets were predominantly comprised of cash offset against current liabilities, the fair value of the Company’s net assets as of March 16, 2021, prior to the Merger, is considered to be the best indicator of the fair value and, therefore, the estimated preliminary purchase consideration. The following table summarizes the net assets acquired based on their estimated fair value as of March 16, 2021, immediately prior to completion of the Merger (in thousands): Cash and cash equivalents $ 2,427 Asset held for sale 1,000 Prepaid and other assets 236 Accrued liabilities (1,187) Net acquired tangible assets $ 2,476 C. In connection with the Merger, on March 15, 2021, Anchiano entered into Securities Purchase Agreements with certain purchasers for the offering and sale by Anchiano in a private placement (“Private Placement”) of approximately $45.5 million of its ADSs and warrants to purchase ADSs. The warrants have an exercise price of approximately $17.35, expire five years from the date of issuance, and if exercised in full will generate additional proceeds to the Company of $4.5 million. The closing of the Private Placement was completed on March 22, 2021. D. Since January 2020, the COVID-19 outbreak has dramatically expanded into a worldwide pandemic creating macro-economic uncertainty and disruption in the business and financial markets. Many countries around the world, including Israel, have been taking measures designated to limit the continued spread of the coronavirus, including the closure of workplaces, restricting travel, prohibiting assembling, closing international borders and quarantining populated areas. The Company's clinical trial sites have been affected by the COVID-19 pandemic, and as a result, commencement of the enrollment of Company’s clinical trials of CM-101 in PSC has been delayed. There might be additional delays in the enrollment for the Company's CM-101 PSC Phase 2 trial. In addition, after enrollment in these trials, patients might drop out of the Company's trials because of possible COVID-19 implications. Based on management’s assessment, the extent to which the coronavirus will further impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. The Company is carefully monitoring the restrictions due to the COVID-19 outbreak and will adjust activities accordingly. |
| Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
| Mar. 31, 2021 | |
| Basis of Presentation and Significant Accounting Policies | |
| Basis of Presentation and Significant Accounting Policies | Note 2 - Basis of Presentation and Significant Accounting Policies A. Basis of Preparation The interim condensed consolidated financial statements included in this quarterly report are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2021, and its results of operations for the three months ended March 31, 2021 and 2020, changes in shareholders’ equity for the three months ended March 31, 2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. The December 31, 2020 balance sheet was derived from Chemomab Ltd.'s 7 audited financial statements, but does not include all disclosures required by U.S. GAAP. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form 8-K/A filed with the SEC on March 19 , 2021. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2020 included in the Company’s Form 8-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. B. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
| Subsequent Events | 3 Months Ended |
| Mar. 31, 2021 | |
| Subsequent Events | |
| Subsequent Events | Note 3 – Subsequent Events Pursuant to an Asset Purchase and Assignment Agreement dated as of March 16, 2021, as amended on March 31, 2021 ,between the Company and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”), the Company has sold to Kestrel all of the Company’s rights and obligations in its business to the extent related to the research, development and commercialization of the 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), also known as the pan-RAS and PDE10/β-catenin programs. These Compounds and Products were included in the Company’s balance sheet as of March 31, 2021, as asset held for sale. In consideration of the sale and transfer of the Compounds and Products Kestrel paid the Company a total of USD one million, of which USD 125 thousand were received prior to March 31, 2021. |
| Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
| Mar. 31, 2021 | |
| Basis of Presentation and Significant Accounting Policies | |
| Basis of Preparation | A. Basis of Preparation The interim condensed consolidated financial statements included in this quarterly report are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2021, and its results of operations for the three months ended March 31, 2021 and 2020, changes in shareholders’ equity for the three months ended March 31, 2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. The December 31, 2020 balance sheet was derived from Chemomab Ltd.'s 7 audited financial statements, but does not include all disclosures required by U.S. GAAP. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form 8-K/A filed with the SEC on March 19 , 2021. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2020 included in the Company’s Form 8-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. |
| Use of estimates | A. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates |
| General (Tables) | 3 Months Ended |
| Mar. 31, 2021 | |
| General. | |
| Schedule of net assets acquired based on their estimated fair value | The following table summarizes the net assets acquired based on their estimated fair value as of March 16, 2021, immediately prior to completion of the Merger (in thousands): Cash and cash equivalents $ 2,427 Asset held for sale 1,000 Prepaid and other assets 236 Accrued liabilities (1,187) Net acquired tangible assets $ 2,476 |
| General. (Details) $ in Millions | Mar. 16, 2021USD ($)shares |
| Restructuring Cost and Reserve [Line Items] | |
| Number of common shares for each preferred share converted | 1 |
| Reverse stock split conversion ratio | 4 |
| Market capitalization amount | $ | $ 58.7 |
| Former Chemomab Security Holders [Member] | |
| Restructuring Cost and Reserve [Line Items] | |
| Shareholding percentage immediately following the merger | 90.00% |
| Number of common shares for each preferred share converted | 65,675,904 |
| Accumulated deficit | $ | $ 2.5 |
| Merger agreement with Chemomab, an Israeli limited company and a clinical-stage biotech company | |
| Restructuring Cost and Reserve [Line Items] | |
| Number of ordinary shares represented by each ADS (in shares) | 20 |
| Number of ADS issued and outstanding after the merger | 12.86 |
| Number of shares diluted after the merger | 8,078,727 |
| Number of shares after merger for each share of Chemomab | 9,003,357 |
| General. - Estimated fair value of assets acquired (Details) $ in Thousands | Mar. 16, 2021USD ($) |
| General. | |
| Cash and cash equivalents | $ 2,427 |
| Asset held for sale | 1,000 |
| Prepaid and other assets | 236 |
| Accrued liabilities | (1,187) |
| Net acquired tangible assets | $ 2,476 |
| General. - Merger (Details) - Securities Purchase Agreements for the offering and sale by Anchiano $ / shares in Units, $ in Millions | Mar. 15, 2021USD ($)$ / shares |
| Merger | |
| Offering value of ADSs and warrants | $ 45.5 |
| Warrant exercise price | $ / shares | $ 17.35 |
| Warrants exercisable period | 5 years |
| Proceeds from exercise of warrants | $ 4.5 |
| Subsequent Events (Details) - Asset Purchase and Assignment Agreement with Kestrel Therapeutics, Inc. $ in Thousands | 3 Months Ended |
| Mar. 31, 2021USD ($) | |
| Subsequent Event [Line Items] | |
| Consideration for sale and transfer of rights and obligations | $ 1,000 |
| Proceeds from transfer of rights and obligations | $ 125 |
