Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Document Type | 10-Q | |
Entity Central Index Key | 0001534248 | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38807 | |
Entity Registrant Name | Chemomab Therapeutics Ltd. | |
Entity Incorporation, State or Country Code | L3 | |
Entity Tax Identification Number | 81-3676773 | |
Entity Address, Address Line One | Kiryat Atidim | |
Entity Address, Address Line Two | Building 7 | |
Entity Address, City or Town | Tel Aviv | |
Entity Address, Postal Zip Code | 6158002 | |
Entity Address, Country | IL | |
City Area Code | 972 | |
Local Phone Number | 77-331-0156 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,525,605 | |
American Depositary Shares [Member] | ||
Title of 12(b) Security | American Depositary Shares, each representing twenty (20) | |
Trading Symbol | CMMB | |
Name of Exchange on which Security is Registered | NASDAQ | |
Ordinary Shares, No Par Value Per Share [Member] | ||
Title of 12(b) Security | Ordinary shares, no par value per share | |
Trading Symbol | n/a | |
Name of Exchange on which Security is Registered | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 10,741 | $ 15,186 |
Short term bank deposits | 35,725 | 45,975 |
Other receivables and prepaid expenses | 2,259 | 1,527 |
Total current assets | 48,725 | 62,688 |
Non-current assets | ||
Long term prepaid expenses | 776 | 908 |
Property and equipment, net | 380 | 357 |
Restricted cash | 77 | 55 |
Operating lease right-of-use assets | 261 | 345 |
Total non-current assets | 1,494 | 1,665 |
Total assets | 50,219 | 64,353 |
Current liabilities | ||
Trade payables | 1,247 | 1,336 |
Accrued expenses | 2,577 | 555 |
Employee and related expenses | 1,527 | 653 |
Operating lease liabilities | 126 | 106 |
Total current liabilities | 5,477 | 2,650 |
Non-current liabilities | ||
Operating lease liabilities - long term | 118 | 237 |
Total non-current liabilities | 118 | 237 |
Commitments and contingent liabilities | ||
Total liabilities | 5,595 | 2,887 |
Shareholders' equity | ||
Ordinary shares no par value - Authorized: 650,000,000 shares as of September 30, 2022 and as of December 31, 2021; Issued and outstanding: 229,015,402 ordinary shares as of September 30, 2022 and 228,090,300 as of December 31, 2021 | 0 | 0 |
Additional paid in capital | 100,171 | 97,639 |
Accumulated deficit | (55,547) | (36,173) |
Total shareholders' equity | 44,624 | 61,466 |
Total liabilities and shareholders' equity | $ 50,219 | $ 64,353 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 650,000,000 | 650,000,000 |
Common Stock, Shares, Issued | 229,015,402 | 228,090,300 |
Common Stock, Shares, Outstanding | 229,015,402 | 228,090,300 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Operating expenses | |||||
Research and development | $ 5,423 | $ 1,487 | $ 11,082 | $ 3,951 | |
General and administrative | 2,894 | 1,404 | 8,809 | 3,392 | |
Total operating expenses | 8,317 | 2,891 | 19,891 | 7,343 | |
Financing expense (income), net | (237) | 77 | 27 | 99 | |
Loss before taxes | 8,080 | 2,968 | 19,918 | 7,442 | |
Taxes on income (benefit) | 0 | 0 | (544) | 0 | |
Net loss for the period | $ 8,080 | $ 2,968 | $ 19,374 | $ 7,442 | |
Basic loss per Ordinary Share | [1],[2] | $ 0.035 | $ 0.013 | $ 0.085 | $ 0.038 |
Diluted loss per Ordinary Share | [1],[2] | $ 0.035 | $ 0.013 | $ 0.085 | $ 0.038 |
Weighted average number of Ordinary Shares outstanding, basic | [1],[2] | 228,773,418 | 227,956,060 | 228,349,115 | 195,292,384 |
Weighted average number of Ordinary Shares outstanding, diluted | [1],[2] | 228,773,418 | 227,956,060 | 228,349,115 | 195,292,384 |
[1]20 Ordinary Shares are equal to 1 American Depositary Share (ADS).[2]Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1B). |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional paid in capital [Member] | Accumulated Deficit [Member] | Total | ||
Beginning balance at Dec. 31, 2020 | [1] | $ 0 | $ 34,497 | $ (23,695) | $ 10,802 | |
Beginning balance (In shares) at Dec. 31, 2020 | [1] | 9,274,838 | ||||
Share-based compensation | $ 0 | [1] | 43 | 0 | 43 | |
Effect of reverse capitalization transaction | $ 0 | [1] | 2,476 | 0 | 2,476 | |
Effect of reverse capitalization transaction (in shares) | [1] | 152,299,702 | ||||
Issuance of shares and warrants, net of issuance costs | $ 0 | [1] | 43,547 | 0 | 43,547 | |
Issuance of shares and warrants, net of issuance costs (In shares) | [1] | 52,385,400 | ||||
Net loss for the period | $ 0 | [1] | 0 | (1,704) | (1,704) | |
Ending balance at Mar. 31, 2021 | $ 0 | [1] | 80,563 | (25,399) | 55,164 | |
Ending balance (in shares) at Mar. 31, 2021 | [1] | 213,959,940 | ||||
Beginning balance at Dec. 31, 2020 | [1] | $ 0 | 34,497 | (23,695) | 10,802 | |
Beginning balance (In shares) at Dec. 31, 2020 | [1] | 9,274,838 | ||||
Net loss for the period | (7,442) | |||||
Ending balance at Sep. 30, 2021 | $ 0 | [1] | 96,649 | (31,137) | 65,512 | |
Ending balance (in shares) at Sep. 30, 2021 | [1] | 227,956,060 | ||||
Beginning balance at Mar. 31, 2021 | $ 0 | [1] | 80,563 | (25,399) | 55,164 | |
Beginning balance (In shares) at Mar. 31, 2021 | [1] | 213,959,940 | ||||
Share-based compensation | $ 0 | [1] | 527 | 0 | $ 527 | |
Issuance of shares, net of issuance costs | $ 0 | [1] | 15,118 | 0 | ||
Issuance of shares, net of issuance costs (In shares) | 13,996,120 | [1] | 15,118 | |||
Net loss for the period | $ 0 | [1] | 0 | (2,770) | $ (2,770) | |
Ending balance at Jun. 30, 2021 | $ 0 | [1] | 96,208 | (28,169) | 68,039 | |
Ending balance (in shares) at Jun. 30, 2021 | [1] | 227,956,060 | ||||
Share-based compensation | $ 0 | [1] | 441 | 0 | 441 | |
Net loss for the period | 0 | [1] | 0 | (2,968) | (2,968) | |
Ending balance at Sep. 30, 2021 | $ 0 | [1] | 96,649 | (31,137) | 65,512 | |
Ending balance (in shares) at Sep. 30, 2021 | [1] | 227,956,060 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | 97,639 | (36,173) | 61,466 | ||
Beginning balance (In shares) at Dec. 31, 2021 | 228,090,300 | |||||
Share-based compensation | $ 0 | 874 | 0 | 874 | ||
Net loss for the period | 0 | 0 | (5,104) | (5,104) | ||
Ending balance at Mar. 31, 2022 | $ 0 | 98,513 | (41,277) | 57,236 | ||
Ending balance (in shares) at Mar. 31, 2022 | 228,090,300 | |||||
Beginning balance at Dec. 31, 2021 | $ 0 | 97,639 | (36,173) | 61,466 | ||
Beginning balance (In shares) at Dec. 31, 2021 | 228,090,300 | |||||
Net loss for the period | (19,374) | |||||
Ending balance at Sep. 30, 2022 | $ 0 | 100,171 | (55,547) | 44,624 | ||
Ending balance (in shares) at Sep. 30, 2022 | 229,015,402 | |||||
Beginning balance at Mar. 31, 2022 | $ 0 | 98,513 | (41,277) | 57,236 | ||
Beginning balance (In shares) at Mar. 31, 2022 | 228,090,300 | |||||
Share-based compensation | $ 0 | 761 | 0 | 761 | ||
Exercise of Options | $ 0 | 29 | 0 | 29 | ||
Exercise of Options (In shares) | 542,820 | |||||
Net loss for the period | $ 0 | 0 | (6,190) | (6,190) | ||
Ending balance at Jun. 30, 2022 | $ 0 | 99,303 | (47,467) | 51,836 | ||
Ending balance (in shares) at Jun. 30, 2022 | 228,633,120 | |||||
Share-based compensation | $ 0 | 836 | 0 | 836 | ||
Exercise of Options | $ 0 | 32 | 0 | 32 | ||
Exercise of Options (In shares) | 382,282 | |||||
Net loss for the period | $ 0 | 0 | (8,080) | (8,080) | ||
Ending balance at Sep. 30, 2022 | $ 0 | $ 100,171 | $ (55,547) | $ 44,624 | ||
Ending balance (in shares) at Sep. 30, 2022 | 229,015,402 | |||||
[1]Number of shares has been retroactively adjusted to reflect the share reverse split effected on March 16, 2021 (refer to Note 1B). |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Cash flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss for the period | $ (19,374) | $ (7,442) |
Adjustments for operating activities: | ||
Depreciation | 44 | 23 |
Change in other receivables and prepaid expenses | (600) | (2,145) |
Change in operating lease liability | (15) | 0 |
Change in trade payables | (89) | 321 |
Change in accrued expenses | 2,022 | (1,261) |
Change in employees and related expenses | 874 | 13 |
Share-based compensation | 2,471 | 1,011 |
Adjustments for operating activities | 4,707 | (2,038) |
Net cash used in operating activities | (14,667) | (9,480) |
Cash flows from investing activities | ||
Increase in deposits | 0 | (26,500) |
Decrease in deposits | 10,250 | 0 |
Sale of asset held for sale | 0 | 1,000 |
Purchase of property and equipment | (67) | (105) |
Net cash provided by (used in) investing activities | 10,183 | (25,605) |
Cash flows from financing activities | ||
Cash acquired in reverse recapitalization | 0 | 2,427 |
Exercise of options | 61 | 0 |
Issuance of shares, net of issuance costs | 0 | 15,181 |
Issuance of shares and warrants, net of issuance costs | 0 | 43,547 |
Net cash provided by financing activities | 61 | 61,155 |
Change in cash, cash equivalents and restricted cash | (4,423) | 26,070 |
Cash, cash equivalents and restricted cash at beginning of period | 15,241 | 11,727 |
Cash, cash equivalents and restricted cash at end of period | 10,818 | 37,797 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Liabilities assumed, net of non-cash assets received in reverse merger | 0 | 49 |
Accrued share issuance expenses | $ 0 | $ 63 |
General
General | 9 Months Ended |
Sep. 30, 2022 | |
Nature Of Operations Disclosure [Abstract] | |
General | Note 1 - General. A. Chemomab Therapeutics Ltd. (the “Company") is an Israeli -based company incorporated under the laws of the State of Israel in 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., Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. being the surviving entity and becoming a wholly owned subsidiary of Anchiano (the “Merger”). Upon consummation of the Merger, 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 to have acquired Anchiano based upon the terms of the Merger as well as other factors including: (i) Chemomab Ltd.'s former shareholders owned 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 a business combination, as the assets acquired and the liabilities assumed by Chemomab Ltd. do not meet the definition of a business under accounting principles generally accepted in the United States (“U.S. GAAP”). The net assets acquired in connection with the Merger 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 underlying each 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 ratio 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 unvested, under the Chemomab Share Incentive Plan (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 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 the Reverse Split for all periods presented. The equity structure reflects the legal acquirer's equity structure. The balance sheet has been adjusted to reflect the par value of the outstanding shares of the legal acquirer, including the number of shares issued in the Merger. 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 ADS issued and outstanding (9,003,357 on a fully diluted basis). In addition, immediately after the Merger, Chemomab Ltd. former shareholders owned approximately 90% of the number of issued and outstanding ordinary shares of the Company and the shareholders of the Company immediately prior to the Merger owned approximately 10% of the number of issued and outstanding ordinary shares of the Company (all on a fully diluted basis). 1 On March 16, 2021, immediately prior to the effectiveness of the Merger, Anchiano had 65,675,904 ordinary shares outstanding (prior to the effect of the Reverse 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 composed 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 values 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 assets $ 2,476 C. In connection with the Merger, on March 15, 2021, Anchiano entered into Securities Purchase Agreements with certain purchasers for the issuance and sale by Anchiano in a private placement (the “Private Placement”) of approximately $45.5 million of its ADSs and accompanying warrants to purchase ADSs. The warrants have an exercise price of approximately $17.35 per ADS, expire five years from the date of issuance, and if exercised in full, will provide additional proceeds to the Company of approximately $4.5 million. The Private Placement closed on March 22, 2021. D. Pursuant to an Asset Purchase and Assignment Agreement dated as of March 16, 2021, as amended on March 31, 2021, between the Company’s wholly owned subsidiary, Anchiano Therapeutics, Inc., a Delaware corporation (“Anchiano Delaware”) and Kestrel Therapeutics, Inc., a Delaware corporation (“Kestrel”), Anchiano Delaware agreed to sell to Kestrel all of the its 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 Anchiano Delaware), also known as the pan-RAS and PDE10/β-catenin programs. In consideration of the sale and transfer of the Compounds and Products, Kestrel paid the Company a total of $1.0 million. E. On April 30, 2021, the Company entered into an At the Market Offering Agreement (the "ATM Agreement") with Cantor Fitzgerald & Co., ("Cantor"). According to the ATM Agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $75.0 million through Cantor pursuant to the ATM Agreement. From April 30, 2021 through September 30, 2022, the Company sold 699,806 ADSs at an average price of $22.75 per ADS under the ATM Agreement, resulting in gross proceeds of approximately $15.9 million. The offer and sale of ADSs under the ATM Agreement has been registered under the Company’s effective registration statement on Form S-3 (File No. 333-255658), together with a prospectus forming a part thereof, filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Sales, if any, of ADS pursuant to the ATM Agreement may be made in any transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act. The Company is not obligated to sell any ADSs under the ATM Agreement. On April 25, 2022, the Company filed with the SEC a prospectus supplement to the above-mentioned registration statement for the issuance and sale of up to $18,125,000 of the Company's ADSs under the ATM Agreement, which is within the $75 million maximum permitted under the ATM Agreement. F. 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 was delayed and the enrollment rate has been affected as well. As a result, the Company extended patients recruiting to additional territories with significant recruitment potential. In addition, after enrollment in these trials, patients may drop out of the Company's trials because of the COVID-19 possible 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. On March 27, 2020 and December 27, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Consolidated Appropriations Act, 2021 (CAA). Among other provisions, the CARES Act and the CAA provide relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards. The CARES Act also includes provisions for a carryback of any net operating loss (NOL) arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, to each of the five taxable years preceding the taxable year in which the loss arises (carryback period). Chemomab Therapeutics Inc., a wholly owned subsidiary of the Company, filed an application with the US Internal Revenue Service to carryback net operating losses. The Company expects to receive the refund by the end of 2022. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 - Basis of Presentation and Significant Accounting Policies A. Basis of Preparation The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with 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 September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022, and 2021, changes in shareholders’ equity for the nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-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 materially from those estimates. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 3 – Contingencies During 2022, the Israeli tax authority ("ITA”) notified the Company that it had initiated a routine VAT audit to include tax years 2017 through 2020. The ITA raised several claims, mainly in respect with the recoverability of VAT with respect to Merger Agreement related expenses and the classification of the Company as a holding company. On July 2022, the ITA proposed a settlement, which the Company rejected. As a result, the ITA issued an assessment. The Company plans to appeal the ITA’s assessment. The Company has recorded a provision which is inherently subjective due to the inherent uncertainty of these matters and the judicial process. Therefore, the outcome may differ from the estimated liability recorded by the Company during the period. |
Transaction with related partie
Transaction with related parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Transaction with related parties | Note 4 – Transaction with related parties On September 19, 2022 the Company entered into a share purchase agreement (the “Repurchase Arrangement”) with Chemomab's two Co-Founders (the "Co-Founders") whereby the Company agreed, subject to the requisite court approval required under Section 303(a) of the Israeli Companies Law, 5759-1999 (the “Companies Law”), to repurchase up to an aggregate of $2,500,000 worth of American Depositary Receipts (the “ADSs”) of the Company (each representing twenty (20) ordinary shares, no par value, of the Company) owned by the Co-Founders. These repurchases will be made at market price. As of November 10, 2022, court approval had not yet been obtained. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Preparation | A. Basis of Preparation The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with 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 September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022, and 2021, changes in shareholders’ equity for the nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. |
Use of estimates | 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 materially from those estimates. |
General (Tables)
General (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Nature Of Operations Disclosure [Abstract] | |
Schedule of net assets acquired based on their estimated fair value | Cash and cash equivalents $ 2,427 Asset held for sale 1,000 Prepaid and other assets 236 Accrued liabilities (1,187 ) Net acquired assets $ 2,476 |
General (Detail Textuals)
General (Detail Textuals) - USD ($) | 1 Months Ended | 17 Months Ended | |||
Mar. 16, 2021 | Mar. 15, 2021 | Apr. 25, 2022 | Apr. 30, 2021 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Number of common shares for each preferred share converted | 1 | ||||
Reverse stock split conversion ratio | 0.04 | ||||
Market capitalization amount | $ 58,700,000 | ||||
Isuuance and sale value of ADSs and warrants | $ 45,500,000 | ||||
Warrant exercise price | $ 17.35 | ||||
Warrants exercisable period | 5 years | ||||
Proceeds from exercise of warrants | $ 4,500,000 | ||||
Amount of total sale and transfer of compounds and products kestrel paid | $ 1,000,000 | ||||
American Depositary Share ("ADS") [Member] | At The Market Offering Agreement With Cantor Fitzgerald & Co. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Aggregate offering price | $ 75,000,000 | $ 75,000,000 | |||
Shares issued under agreement | 699,806 | ||||
Average price of shares issued under agreement | $ 22.75 | ||||
Gross proceeds from sale under agreement | $ 15,900,000 | ||||
American Depositary Share ("ADS") [Member] | Maximum [Member] | At The Market Offering Agreement With Cantor Fitzgerald & Co. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Aggregate offering price | $ 18,125,000 | ||||
Former Chemomab Security Holders [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Shareholding percentage immediately following the merger | 90% | ||||
Number of common shares for each preferred share converted | 65,675,904 | ||||
Accumulated deficit | $ 2,500,000 | ||||
Merger agreement with Chemomab, an Israeli limited company and a clinical-stage biotech company [Member] | |||||
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 | ||||
Merger agreement with Chemomab, an Israeli limited company and a clinical-stage biotech company [Member] | Former Chemomab Security Holders [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Shareholding percentage immediately following the merger | 90% | ||||
Merger agreement with Chemomab, an Israeli limited company and a clinical-stage biotech company [Member] | Security holders of Anchiano as of immediately prior to the merger [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Shareholding percentage immediately following the merger | 10% |
General - Estimated fair value
General - Estimated fair value of assets acquired (Details) $ in Thousands | Mar. 16, 2021 USD ($) |
Nature Of Operations Disclosure [Abstract] | |
Cash and cash equivalents | $ 2,427 |
Asset held for sale | 1,000 |
Prepaid and other assets | 236 |
Accrued liabilities | (1,187) |
Net acquired assets | $ 2,476 |
Transaction with related part_2
Transaction with related parties (Detail Textuals) | Sep. 19, 2022 USD ($) |
Repurchase Arrangement | |
Related Party Transaction [Line Items] | |
Repurchase of ADSs | $ 2,500,000 |