Chemomab Therapeutics (CMMB) S-1/A 21 Feb 23 IPO registration (amended) Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Dec. 31, 2022
Document Information [Line Items]
Entity Central Index Key	0001534248
Amendment Flag	false
Document Type	S-1/A
Entity Registrant Name	CHEMOMAB THERAPEUTICS LTD.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 13,519	$ 15,186
Short-term bank deposit	26,374	45,975
Restricted cash	77	0
Other receivables and prepaid expenses	1,766	1,527
Total current assets	41,736	62,688
Non-current assets
Restricted cash	0	55
Long-term prepaid expenses	733	908
Property and equipment, net	367	357
Operating lease right-of-use assets	227	345
Total non-current assets	1,327	1,665
Total assets	43,063	64,353
Current liabilities
Trade payables	1,688	1,336
Accrued expenses	3,378	555
Employee and related expenses	1,560	653
Operating lease liabilities	123	106
Total current liabilities	6,749	2,650
Non-current liabilities
Non-current operating lease liabilities	91	237
Total non-current liabilities	91	237
Commitments and contingent liabilities
Total liabilities	6,840	2,887
Shareholders' equity
Ordinary Shares no par value - Authorized: 650,000,000 shares as of December 31, 2022 and 2021; Issued and outstanding: 232,636,700 Ordinary shares at December 31, 2022 and 228,090,300 Ordinary shares at December 31, 2021	0	0
Treasury share at cost (11,640,460 shares as of December 31, 2022)	(1,218)	0
Additional paid-in capital	101,260	97,639
Accumulated deficit	(63,819)	(36,173)
Total shareholders' equity	36,223	61,466
Total liabilities and shareholders' equity	$ 43,063	$ 64,353

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	232,636,700	228,090,300
Common Stock, Shares, Outstanding	232,636,700	228,090,300
Treasury Stock, Shares	11,640,460

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses
Research and development	$ 16,977	$ 6,334
General and administrative	11,556	6,033
Total operating expenses	28,533	12,367
Financing (income) expenses, net	(353)	111
Loss before taxes	28,180	12,478
Taxes on income (benefit)	(534)	0
Net loss for the year	$ 27,646	$ 12,478
Basic loss per Ordinary Share	$ 0.121	$ 0.06
Diluted loss per Ordinary Share	$ 0.121	$ 0.06
Weighted average number of Ordinary Shares outstanding, basic	227,589,288	207,468,650
Weighted average number of Ordinary Shares outstanding, diluted	227,589,288	207,468,650

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Ordinary shares [Member]	Treasury share [Member]	Additional paid in capital [Member]	Accumulated deficit [Member]	Total
Beginning balance at Dec. 31, 2020	$ 0	$ 0	$ 34,497	$ (23,695)	$ 10,802
Beginning balance (in shares) at Dec. 31, 2020	9,274,838	0
Share-based compensation	$ 0	$ 0	2,019	0	2,019
Effect of reverse capitalization transaction	$ 0	$ 0	2,476	0	2,476
Effect of reverse capitalization transaction (In shares)	152,299,702	0
Issuance of shares and warrants, net of issuance costs	$ 0	$ 0	58,637	0	58,637
Stock And Warrants Issued During Period New Issues	66,381,520	0
Exercise of Options	$ 0	$ 0	10	0	10
Exercise of Options, shares	134,240	0
Net loss for the year	$ 0	$ 0	0	(12,478)	(12,478)
Ending balance at Dec. 31, 2021	$ 0	$ 0	97,639	(36,173)	$ 61,466
Ending balance (in shares) at Dec. 31, 2021	228,090,300	0			228,090,300
Share-based compensation	$ 0	$ 0	3,211	0	$ 3,211
Issuance of shares and warrants, net of issuance costs	$ 0	$ 0	267	0	267
Stock And Warrants Issued During Period New Issues	2,576,400	0
Exercise of Options	$ 0	$ 0	143	0	143
Exercise of Options, shares	1,970,000	0
Treasury share at cost	$ 0	$ (1,218)	0	0	(1,218)
Treasury share at cost (in shares)		(11,640,460)
Net loss for the year	0	$ 0	0	(27,646)	(27,646)
Ending balance at Dec. 31, 2022	$ 0	$ (1,218)	$ 101,260	$ (63,819)	$ 36,223
Ending balance (in shares) at Dec. 31, 2022	232,636,700	(11,640,460)			232,636,700

Statements of Cash flows

Statements of Cash flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss for the year	$ (27,646)	$ (12,478)
Adjustments for operating activities:
Depreciation	58	34
Share-based compensation	3,211	2,019
Change in other receivables and prepaid expenses	(64)	(2,058)
Change in trade payables	352	1,175
Change in accrued expenses	2,823	(1,279)
Change in employees and related expenses	907	215
Change in operating leases	(11)	(2)
Net cash used in operating activities	(20,370)	(12,374)
Cash flows from investing activities
Investment in deposits	19,601	(45,951)
Long-term lease deposit	0	4
Sale of asset held for sale	0	1,000
Purchase of property and equipment	(68)	(239)
Net cash provided by (used in) investing activities	19,533	(45,186)
Cash flows from financing activities
Cash acquired in Merger	0	2,427
Exercise of options	143	10
Treasury share at cost	(1,218)	0
Issuance of shares and warrants, net of issuance costs	267	58,637
Net cash provided by (used in) financing activities	(808)	61,074
Change in cash, cash equivalents and restricted cash	(1,645)	3,514
Cash, cash equivalents and restricted cash at beginning of the year	15,241	11,727
Cash, cash equivalents and restricted cash at end of the year	13,596	15,241
A. Cash paid and received during the year for:
Income taxes received	351	0
Income taxes paid	(5)	0
Interest received	972	74
B. Significant non- cash transaction:
Right-of-use asset recognized with corresponding lease liability	17	345
Liabilities assumed, net of non-cash assets received in Merger	$ 0	$ 49

General

General	12 Months Ended
	Dec. 31, 2022
Nature Of Operations Disclosure [Abstract]
General	Note 1 - General 1. Chemomab Therapeutics Ltd. (hereinafter - "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. 2. The Company currently has no products approved for sale. The Company’s operations are funded primarily by its Shareholders. The Company has incurred operating losses in each year since its inception and does not expect to generate significant revenue unless and until it obtains marketing approval for its products. Continuation of the Company’s development programs depend on its future ability to raise sources of financing. 3. Since January 2020, the COVID-19 pandemic 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, had taken measures designated to limit the continued spread of the COVID-19 pandemic, 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 in our clinical trials of CM-101 in PSC was delayed, and the enrollment rate has been, and is still, affected as well. As a result, The Company expanded its patient recruiting efforts to additional territories. In addition, after enrollment in these trials, patients might still drop out because of possible COVID-19 implications. Based on management’s assessment, the extent to which the lingering effects of the COVID-19 pandemic will further impact the Company's operations will depend on future developments. These developments, which are highly uncertain and cannot be predicted with confidence,including the duration and severity of the impact on patient enrollment following the attenuation of the outbreak The Company is carefully monitoring the impacts arising from the COVID-19 pandemic and will adjust activities accordingly . 4. On December 14, 2020, the Company (formerly known as Anchiano Therapeutics Ltd.) entered into an Agreement and Plan of Merger (the "Merger" and “Merger Agreement”) with Chemomab Ltd., an Israeli limited company, and CMB Acquisition Ltd., an Israeli limited company and a wholly owned subsidiary of the Company (“Merger Sub”). On March 16, 2021, (the “Effective Time”), the Company consummated the Merger pursuant to the Merger Agreement Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. surviving the Merger as the Company's wholly owned subsidiary. In connection with the Merger, on March 16, 2021, 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. At the Effective Time(a) each Chemomab Ltd. ordinary share outstanding immediately prior to the Effective Time was converted solely into number of American Depository Shares equal to the exchange ratio described in the Merger Agreement, and each outstanding Chemomab Ltd. option was assumed by the Company, based on the same exchange ratio. For accounting purposes, Chemomab Ltd. is considered to have acquired the Company based upon the terms of the Merger as well as other factors. 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 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. 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 not vested, 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 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 USD 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies A. Basis of Preparation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S GAAP”). B. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. C. Foreign currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (“dollar” or “$”), thus; the dollar is the functional currency of the Company. The transactions and balances of the Company denominated in U.S. dollars are presented at their original amounts as the U.S. dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Monetary assets and liabilities denominated in a non-U.S. dollar currency are translated using the current exchange rate and nonmonetary assets and liabilities and capital accounts denominated in a non-U.S. dollar currency are translated using historical exchange rates. Statements of operations accounts denominated in a non-U.S. dollar currency are translated using the exchange rates in effect on the transaction dates, except for depreciation, which is translated using historical exchange rate. D. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. E. Restricted cash Restricted cash is primarily invested in highly liquid deposits. These deposits were used to secure office rent payments. F. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets and commences once the assets are ready for their intended use. Annual rates at depreciation are as follows: % Computers 33 Laboratory equipment 10 Furniture and equipment 7 Leasehold improvement - over the shorter of the lease term or the estimated useful life of the improvement G. Impairment of long-lived assets The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. During the periods ended December 31, 2022 and 2021, no impairment losses have been recorded. H. Research and Development Research and development costs are charged to operations as incurred. Most of the research and development expenses are for subcontractors and wages. I. Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the income taxes expense. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. J. Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company’s own credit risk. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The carrying amounts of cash and cash equivalents trade payables, other receivables and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The fair value of long-term restricted deposits and restricted cash also approximates their carrying value, since they bear interest at rates close to the prevailing market rates. None of the Company’s non - K. Share-based compensation The Company accounts for share-based compensation as an expense in the financial statements based on ASC 718. All awards are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach to recognize compensation cost over the vesting period. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. The fair value for the Company’s stock options granted to employees, consultants and directors was estimated using Black-Scholes option-pricing model at the grant date, using the inputs detailed in Note 8(C). The Company has historically not paid dividends and has no foreseeable plans to pay dividends. L. Government-sponsored research and development Chemomab records grants received from the office of the Israel Innovation Authority (the “IIA”) as a liability, if it is probable that the Chemomab will have to repay the grants received. If it is not probable that the grants will be repaid, Chemomab records the grants as a reduction to research and development expenses. M. Severance pay Pursuant to Section 14 of the Severance Compensation Law, 1963 ("Section 14"), all employees of the Company are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf with insurance companies. Upon release of the policy to the employee, no additional liability exists between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee. This plan has been accounted for as a defined contribution plan. Severance costs amounted to approximately $142 thousand and $116 thousand for the year ended December 31, 2022 and 2021, respectively. N. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents and short- term deposits are invested in banks. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments The Company have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. O. Leases Under . For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. ROU assets for operating leases are periodically reduced by impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. See Note 2(G). P. Principles of consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Q. Earnings per ordinary share Basic earnings per ordinary share is calculated using only weighted average ordinary shares outstanding. Diluted earnings per share, if relevant, gives effect to dilutive potential ordinary shares outstanding during the year. Such dilutive shares consist of incremental shares, using the treasury stock method, from the assumed exercise of share options.

Cash and Cash Equivalents

Cash and Cash Equivalents	12 Months Ended
	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and Cash Equivalents	Note 3 - Cash and Cash Equivalents December 31, December 31, 2022 2021 USD thousands USD thousands In USD 10,663 10,720 In NIS 2,756 1,116 In other currencies 100 3,350 13,519 15,186

Other Receivables and Prepaid E

Other Receivables and Prepaid Expenses	12 Months Ended
	Dec. 31, 2022
Prepaid Expense and Other Assets [Abstract]
Other Receivables and Prepaid Expenses	Note 4 - Other Receivables and Prepaid Expenses December 31, December 31, 2022 2021 USD thousands USD thousands Government institutions 459 179 Prepaid expenses 1,307 1,348 1,766 1,527

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Note 5 - Property and Equipment, Net December 31, December 31, 2022 2021 USD thousands USD thousands Cost: Computers 70 43 Furniture and equipment 33 27 Laboratory equipment 399 364 Website development 14 14 Leasehold improvements 16 16 532 464 Less - accumulated depreciation ( 165 ) (107 ) 367 357

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Lessee Disclosure [Abstract]
Leases	Note 6 - Leases On May 10, 2020, Chemomab entered into an office and lab space lease agreement (hereinafter – “The Agreement” .(According to the Agreement, Chemomab rented a space in Atidim Park, Tel-Aviv for a period of three years, through May 2023 On October 24, 2021, Chemomab signed an amendment to the Agreement ("The Amendment"). According to the Amendment, On December 12, 2021 Chemomab returned the previous office and lab space to the property owner and rented a larger space in Atidim Park Tel-Aviv, for a term of 3 years, through October 2024 The above operating leases are included in “Operating lease right-of-use assets” on the Company’s Consolidated Balance sheets as of December 31, 2022 and 2021 and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligations to pay lease payments are included in the current liabilities as “Operating lease liabilities” and in the non-current liabilities as “Non-current operating lease liabilities” on the Company’s Consolidated Balance sheets as of December 31, 2022 and 2021. Based on the present value of the lease payments for the remaining lease term of the Company’s existing lease agreement, the Company recognized operating right-of-use assets and operating lease liabilities of approximately $345 thousand on December 12, 2021. During the years ended December 31, 2022 and 2021, the Company recognized an increase in right of use assets of $17 thousand and $345 thousand, respectively. As of December 31, 2022, and 2021 operating right-of-use asset was $227 thousand and $345 thousand, respectively. The operating lease liabilities were $214 thousand and $343 thousand, respectively. As most of the Chemomab’s leases do not provide an implicit rate, Chemomab uses its incremental borrowing rate based on the information available at the commencement date of each lease in determining the present value of lease payments. Chemomab’s incremental borrowing rate is a hypothetical rate based on its estimation of what its credit rating would be the rate was 5% in 2022 and 5.2% in 2021. Maturities of lease liabilities under noncancellable leases as of December 31, 2022, are as follows: (in thousands): 2023 126 2024 93 Total future minimum lease payments 219 Less imputed interest: ( 5 ) Present value of operating lease liabilities 214

Commitments and Contingent Liab

Commitments and Contingent Liabilities	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingent Liabilities	Note 7 - Commitments and Contingent Liabilities A. Exclusive License Agreement (hereinafter- “the License Agreement”) In December 2011, Chemomab entered into a License Agreement with the Medical Research, Infrastructure, Health Services Fund of the Tel-Aviv Souraski Medical Center (“Fund”), pursuant to which it was granted with an exclusive license to certain inventions (as defined in the License Agreement) including patents, knowhow and products and the right to sublicense to third parties the rights granted, pursuant to and subject to certain terms and limitation fully set in the License Agreement. Chemomab has agreed to pay the Fund a non-refundable and non-creditable sublicense fees as a percentage of all Attributed Income (as such term defined in the License Agreement), and shall further pay the Fund royalties from sales made by sublicensee; (i) Royalties in percentage of the Net sales or Service Income (as defined in the License Agreement), subject to In addition, with respect to each Licensed Product (as defined therein), Chemomab has agreed to pay the Fund the following non-refundable, non-creditable amounts: (a) $100 thousand upon submission of a New Drug Application (“NDA”), Biological License Application (“BLA”) or equivalent for each Licensed Product to the United States Food and Drug Administration (“FDA”), $100 thousand upon submission of similar application for each Licensed Product to an equivalent foreign regulatory agency in Europe and one hundred thousand dollars upon submission of similar application for each Licensed Product to an equivalent foreign regulatory agency in Asia. Payment in the aggregate shall not be more than $300 thousand per each Licensed Product, provided that for each jurisdiction, payment shall be made only once; (b) $200 thousand upon the grant of FDA or equivalent agency marketing approval in Europe and/or Asia for each Licensed Product. Payment in the aggregate shall not be more than $600 thousand per each Licensed Product, provided that for each jurisdiction, payment shall be made only once. As of December 31, 2022 no payments were made to the Fund. In addition to the payments described above, upon the occurrence of either (i) closing of a public offering of the ordinary shares of Chemomab; or (ii) a Change of Control Transaction, Chemomab shall pay the Fund a cash payment equal to one percent (1%) of the proceeds raised by Chemomab in its initial public offering, or 1% of the consideration received by Chemomab or its shareholders at the closing of a Change of Control Transaction (after deduction of amounts paid as liquidation preference to the shareholders of Chemomab on account of their investment in Chemomab, if any), but in any event not more than $3,000 thousand. Chemomab partially financed its research and development expenditures under programs sponsored by the Israel In return for the IIA’s participation, Chemomab is committed to pay royalties at rate of 3% of sales of the developed product (linked to U.S. dollar), up to 100% of the amount of grants received (100% plus interest at LIBOR). In addition, the IIA may impose certain conditions to transfer technology or development out of Israel. Chemomab did not receive any grants from the IIA in the years ended December 31, 2022, and 2021. Since Chemomab ’s incorporation through December 31, 2022 Chemomab received $1,227 thousand from the IIA, which were recognized as a reduction of research and development expenses. As of December 31, 2022, Chemomab has no commitment for royalties payable. B. In During 2022 and 2021, Chemomab recorded expenses related to the above agreements in the amounts of $5,222 thousand and $2,590 thousand, respectively. The expenses were recorded under research and development expenses. C. As D. During 2022, the Israeli tax authority ("ITA”) notified the Company that it had initiated a routine VAT audit to include tax years 2017 through 202 2 . 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 assessments in the aggregate amount of $1,046 thousand. The Company filed an appeal against the ITA’s assessments. The Company has recorded an appropriate provision which considers 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 .

Share Capital

Share Capital	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Share Capital	Note 8 - Share Capital A. Right attached to shares Ordinary shares All of the issued and outstanding ordinary shares of the Company are duly authorized, validly issued, fully paid and non-assessable. The ordinary shares are not redeemable, and each ordinary share is entitled to one vote. The holders of the ordinary shares have the right to vote and participate in shareholders' meetings, the right to receive profits, and the right to participate in the accumulated earnings when the Company is dissolved. 1. Voting The holders of ordinary shares are entitled to vote on all matters submitted to shareholders for a vote. 2. Dividends The holders of the ordinary shares are entitled to receive dividends, when and as declared by the Board of Directors, and out of funds legally available. Since its inception, the Company has not declared any dividends. B. Financing rounds 1. In 2. On 3. On 4. On The Company accounted for the repurchased shares as treasury share in accordance with ASC 505-30, "Treasury Stock". C. Share-based compensation (1) Share-based compensation plan: The Company maintains (i) the 2011 Share Option Plan (the “2011 Plan”), (ii) the 2017 Equity-Based Incentive Plan (the “2017 Plan”) and (iii) the Chemomab 2015 Share Incentive Plan (the “2015 Plan”), which was assumed by the Company from Chemomab upon the effectiveness of the Merger. At that time, outstanding options under the 2015 Plan became exercisable for such number of ADSs of the Company as was determined based on the exchange ratio in the Merger Agreement, with a reciprocal adjustment to exercise price. As of December 31, 2022, a total of 28,443,060 of our Ordinary Shares (equal to 1,422,153 of ADSs) were reserved for issuance under the 2015 Plan, of which 3,445,520 Ordinary Shares (equal to 172,276 ADSs) had been issued pursuant to previous exercises options, and 23,460,740 Ordinary Shares (equal to 1,173,037 ADSs) were issuable under outstanding options. Of such outstanding options, options to purchase 12,400,720 Ordinary Shares (equal to 620,036 ADSs) had vested and were exercisable as of that date, with a weighted average exercise price of $0.30 per Ordinary Share (or $5.96 per ADS). During the year ended December 31, 2022, options to purchase 1,240,120 Ordinary Shares (equal to 62,006 ADS) were canceled. As of December 31, 2022, a total of 12,511,620 of our Ordinary Shares (equal to 625,581 ADSs) were reserved for issuance under the 2017 Plan, of which 11,730,800 Ordinary Shares (equal to 586,540 ADSs) were issuable under outstanding options. Of such outstanding options, options to purchase 427,540 Ordinary Shares (equal to 21,377 ADSs) had vested and were exercisable as of that date, with a weighted average exercise price of $0.35 per Ordinary Share (or $6.98 per ADS). During the year ended December 31, 2022 no options were canceled. (2) The expenses that were recognized in the consolidated statements of operations for services received from employees Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Research and development 448 137 General and administrative 2,763 1,882 Total share-based compensation expenses 3,211 2,019 (3) The number and weighted average exercise price of options are as follows: Weighted average exercise price Number of options Weighted average remaining contractual life (in years) Weighted average exercise price Number of options Weighted average remaining contractual life (in years) 2022 2022 2022 2021 2021 2021 Outstanding at January 1 0.38 27,003,260 8.12 0.07 10,455,580 7.8 Acquired in Merger - - - 609,535 - Exercised 0.07 ( 1,970,000 ) - 0.08 (134,220 ) - Forfeited 0.32 ( 1,240,120 ) - 1.25 (1,712,275 ) - Granted 0.16 11,398,400 7.8 0.62 17,784,640 9.79 Outstanding at December 31 0.33 35,191,540 7.42 0.38 27,003,260 8.12 (4) Fair value measurement: The fair value of the options is measured at the grant date using the Black-Scholes Option pricing model and the assumptions used to calculate the fair value of the options are as follows: 2022 grants Weighted average share price (in U.S. dollar) (a) 0.16 Exercise price (in U.S. dollar) 0.10 - 0.257 Expected life of options (in years) (b) 5.51 - 6.28 Expected volatility (c) 83.69 %- 84.31 % Risk-free interest rate (d) 1.75 %- 4.14 % Dividend yield 0 % (a) The weighted average share price is based on the Company’s Ordinary Share valuation as at the grant date. (b) Expected life for the periods presented was determined according to the simplified method since, at the date of (c) Expected volatility is based on historical volatility over the most recent period commensurate with the expected (d) The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on the

Research and Development

Research and Development	12 Months Ended
	Dec. 31, 2022
Research and Development [Abstract]
Research and Development	Note 9 - Research and Development Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Consultants and subcontractors 13,052 3,894 Salaries and related expenses 2,867 1,789 Rent and maintenance 245 114 Share-based compensation 448 137 Other expenses 365 400 16,977 6,334

General and Administrative

General and Administrative	12 Months Ended
	Dec. 31, 2022
General and Administrative Expense [Abstract]
General and Administrative	Note 10 - General and Administrative Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Salaries and related expenses 3,435 943 Professional services 2,596 1,695 Share-based compensation 2,763 1,882 Fees to Directors 231 244 Insurance 1,084 1,024 Rent and maintenance 24 29 Other expenses 1,423 216 11,556 6,033

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 - Income Taxes A. Tax rates Ordinary taxable income in Israel is subject to a corporate tax rate of 23%. The Company’s US subsidiary, Chemomab Therapeutics Inc. ("Chemomab Inc.) is taxed separately under the U.S. tax laws. Chemomab Inc. is subject to a federal flat tax rate of 21% and state tax as applicable. Capital gain is subject to capital gain tax according to the corporate tax rate in the year the assets are sold. B. Tax assessments As of December 31, 2022, the Company’s tax reports through December 31, 2017 are considered closed to audit inspections by the Israeli Tax Authority (“ITA”) due to statute of limitation rules effective in Israel. The Company has not yet been assessed by the ITA since inception. C. Losses for tax purposes carried forward to future years As of December 31, 2022, the Company and its subsidiaries had approximately $159 million (approximately $143 million as of December 31, 2021) of net operating loss carryforwards which are available to reduce future taxable income with no limitation on the period of use. 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. Chemomab Therapeutics Inc received $351 thousand in December 2022 on account of 2016 and 2017 and expects to receive the remainder $183 thousand in 2023. Accordingly, a tax benefit in the total amount of $534 thousand was recorded in the Company’s statement of operations during 2022. D. Deferred taxes In respect of: December 31, December 31, 2022 2021 USD thousands USD thousands Net operating loss carry-forwards 36,550 33,396 Share-based compensation expense 1,774 1,147 Research and development costs 2,858 1,449 Other 13 38 Gross deferred tax assets 41,195 36,030 Less - Valuation allowance ( 41,195 ) (36,030) Net deferred tax assets - - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset deferred tax assets on December 31, 2022 and 2021 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The net change in the total valuation allowance for the year ended at December 31, 2022 was an increase of approximately $5.2 million. E. Roll forward of valuation allowance Balance at January 1, 2021 $ 6,200 Currency transaction loss 2,425 Tax assets acquired through merger 24,535 Income tax expense 2,870 Balance at December 31, 2021 $ 36,030 Currency transaction Income (1,316 ) Income tax expense 6,481 Balance at December 31, 2022 $ 41,195 F. Reconciliation of theoretical income tax expense to actual income tax expense A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows: December 31, December 31, 2022 2021 USD thousands USD thousands Loss before income taxes ( 28,180 ) (12,478 ) Statutory tax rate 23 % 23 % Theoretical tax benefit ( 6,481 ) (2,870 ) Change in temporary differences for which deferred taxes were not recognized (1,696 ) (1,332 ) Tax rate differential 20 (101 ) Non-deductible expenses 744 239 Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards 6,879 4,064 Actual income tax expense (Benefit) (534 ) - G. Accounting for uncertainty in income taxes For the year ended December 31, 2022, the Company did not have any unrecognized tax benefits and does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. The Company’s accounting policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Related Parties Balances and Tr

Related Parties Balances and Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Parties Balances and Transactions	Note 12 - Related Parties Balances and Transactions A. Balances with Related Parties: The following Related Party payables are included in the consolidated Balance Sheets: December 31, December 31, 2022 2021 USD thousands USD thousands Employee and related expenses 891 278 Accrued expenses 58 72 949 350 On September 19, 2022, the Company entered into a share purchase agreement with the Company's Co- Founders, see Note 8B(4). B. Transactions with Related Parties: The following transactions with related parties are included in the consolidated Statements of Operations: Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Salaries and related expenses 2,409 1,255 Share-based payments 2,466 1,775 Professional Services 231 244 Research and development 36 36 5,142 3,310

Net Loss Per Share Attributable

Net Loss Per Share Attributable to Ordinary Shareholders	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share Attributable to Ordinary Shareholders	Note 13 - Net Loss Per Share Attributable to Ordinary Shareholders Basic net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of ordinary shares outstanding. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the additional ordinary shares of were dilutive. Diluted net loss per share is the same as basic net loss per share of ordinary share, as the effect of potentially dilutive securities is antidilutive. The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: Year ended Year ended December 31 December 31 2022 2021 In USD thousands, except share and per share data Numerator: Net loss 27,646 12,478 Denominator: Weighted-average number of ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 227,589,288 207,468,650 Net loss per share attributable to ordinary shareholders, basic and diluted 0.121 0.060 The potential number of ordinary shares that were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented since including them would have been anti-dilutive are as follows: Year ended Year ended December 31 December 31 2022 2021 Number of shares Outstanding options to purchase ordinary shares 35,191,540 27,003,260

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Events After Balance Sheet Date	Note 14 - Subsequent Events On January 13, 2023 the Company filed with the SEC a registration statement on form S-1 for the issuance and sale of up to $20,000,000 of its ADSs.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	A. Basis of Preparation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S GAAP”).
Use of estimates	B. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Functional currency	C. Foreign currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (“dollar” or “$”), thus; the dollar is the functional currency of the Company. The transactions and balances of the Company denominated in U.S. dollars are presented at their original amounts as the U.S. dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Monetary assets and liabilities denominated in a non-U.S. dollar currency are translated using the current exchange rate and nonmonetary assets and liabilities and capital accounts denominated in a non-U.S. dollar currency are translated using historical exchange rates. Statements of operations accounts denominated in a non-U.S. dollar currency are translated using the exchange rates in effect on the transaction dates, except for depreciation, which is translated using historical exchange rate.
Cash and cash equivalents	D. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired.
Restricted cash	E. Restricted cash Restricted cash is primarily invested in highly liquid deposits. These deposits were used to secure office rent payments.
Property and equipment	F. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets and commences once the assets are ready for their intended use. Annual rates at depreciation are as follows: % Computers 33 Laboratory equipment 10 Furniture and equipment 7 Leasehold improvement - over the shorter of the lease term or the estimated useful life of the improvement
Impairment of long-lived assets	G. Impairment of long-lived assets The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. During the periods ended December 31, 2022 and 2021, no impairment losses have been recorded.
Research and Development	H. Research and Development Research and development costs are charged to operations as incurred. Most of the research and development expenses are for subcontractors and wages.
Income taxes	I. Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the income taxes expense. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized.
Fair value of financial instruments	J. Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company’s own credit risk. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The carrying amounts of cash and cash equivalents trade payables, other receivables and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The fair value of long-term restricted deposits and restricted cash also approximates their carrying value, since they bear interest at rates close to the prevailing market rates. None of the Company’s non -
Share-based compensation	K. Share-based compensation The Company accounts for share-based compensation as an expense in the financial statements based on ASC 718. All awards are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach to recognize compensation cost over the vesting period. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. The fair value for the Company’s stock options granted to employees, consultants and directors was estimated using Black-Scholes option-pricing model at the grant date, using the inputs detailed in Note 8(C). The Company has historically not paid dividends and has no foreseeable plans to pay dividends.
Government-sponsored research and development	L. Government-sponsored research and development Chemomab records grants received from the office of the Israel Innovation Authority (the “IIA”) as a liability, if it is probable that the Chemomab will have to repay the grants received. If it is not probable that the grants will be repaid, Chemomab records the grants as a reduction to research and development expenses.
Severance Pay [Policy Text Block]	M. Severance pay Pursuant to Section 14 of the Severance Compensation Law, 1963 ("Section 14"), all employees of the Company are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf with insurance companies. Upon release of the policy to the employee, no additional liability exists between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee. This plan has been accounted for as a defined contribution plan. Severance costs amounted to approximately $142 thousand and $116 thousand for the year ended December 31, 2022 and 2021, respectively.
Concentration of credit risks	N. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents and short- term deposits are invested in banks. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments The Company have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
Leases	O. Leases Under . For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. ROU assets for operating leases are periodically reduced by impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. See Note 2(G).
Principles of consolidation	P. Principles of consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Earnings per ordinary share	Q. Earnings per ordinary share Basic earnings per ordinary share is calculated using only weighted average ordinary shares outstanding. Diluted earnings per share, if relevant, gives effect to dilutive potential ordinary shares outstanding during the year. Such dilutive shares consist of incremental shares, using the treasury stock method, from the assumed exercise of share options.

General (Tables)

General (Tables)	12 Months Ended
	Dec. 31, 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

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of annual rate of deprecation	% Computers 33 Laboratory equipment 10 Furniture and equipment 7 Leasehold improvement - over the shorter of the lease term or the estimated useful life of the improvement

Cash and Cash Equivalents (Tabl

Cash and Cash Equivalents (Tables)	12 Months Ended
	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Schedule of components of cash and cash equivalents	December 31, December 31, 2022 2021 USD thousands USD thousands In USD 10,663 10,720 In NIS 2,756 1,116 In other currencies 100 3,350 13,519 15,186

Other Receivables and Prepaid_2

Other Receivables and Prepaid Expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Prepaid Expense and Other Assets [Abstract]
Schedule of other accounts receivable and prepaid expenses	December 31, December 31, 2022 2021 USD thousands USD thousands Government institutions 459 179 Prepaid expenses 1,307 1,348 1,766 1,527

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment, Net	December 31, December 31, 2022 2021 USD thousands USD thousands Cost: Computers 70 43 Furniture and equipment 33 27 Laboratory equipment 399 364 Website development 14 14 Leasehold improvements 16 16 532 464 Less - accumulated depreciation ( 165 ) (107 ) 367 357

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Lessee Disclosure [Abstract]
Schedule of maturity of lease liabilities under our non-cancelable operating leases	2023 126 2024 93 Total future minimum lease payments 219 Less imputed interest: ( 5 ) Present value of operating lease liabilities 214

Share Capital (Tables)

Share Capital (Tables)	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of the effect of share-based compensation on the statements of operations	Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Research and development 448 137 General and administrative 2,763 1,882 Total share-based compensation expenses 3,211 2,019
Schedule of number and weighted average exercise prices of option	Weighted average exercise price Number of options Weighted average remaining contractual life (in years) Weighted average exercise price Number of options Weighted average remaining contractual life (in years) 2022 2022 2022 2021 2021 2021 Outstanding at January 1 0.38 27,003,260 8.12 0.07 10,455,580 7.8 Acquired in Merger - - - 609,535 - Exercised 0.07 ( 1,970,000 ) - 0.08 (134,220 ) - Forfeited 0.32 ( 1,240,120 ) - 1.25 (1,712,275 ) - Granted 0.16 11,398,400 7.8 0.62 17,784,640 9.79 Outstanding at December 31 0.33 35,191,540 7.42 0.38 27,003,260 8.12
Schedule of assumptions used to calculate the fair value of the options	2022 grants Weighted average share price (in U.S. dollar) (a) 0.16 Exercise price (in U.S. dollar) 0.10 - 0.257 Expected life of options (in years) (b) 5.51 - 6.28 Expected volatility (c) 83.69 %- 84.31 % Risk-free interest rate (d) 1.75 %- 4.14 % Dividend yield 0 %

Research and Development (Table

Research and Development (Tables)	12 Months Ended
	Dec. 31, 2022
Research and Development [Abstract]
Schedule of research and development	Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Consultants and subcontractors 13,052 3,894 Salaries and related expenses 2,867 1,789 Rent and maintenance 245 114 Share-based compensation 448 137 Other expenses 365 400 16,977 6,334

General and Administrative (Tab

General and Administrative (Tables)	12 Months Ended
	Dec. 31, 2022
General and Administrative Expense [Abstract]
Schedule of general and administrative	Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Salaries and related expenses 3,435 943 Professional services 2,596 1,695 Share-based compensation 2,763 1,882 Fees to Directors 231 244 Insurance 1,084 1,024 Rent and maintenance 24 29 Other expenses 1,423 216 11,556 6,033

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of significant components of the company's deferred tax asset	December 31, December 31, 2022 2021 USD thousands USD thousands Net operating loss carry-forwards 36,550 33,396 Share-based compensation expense 1,774 1,147 Research and development costs 2,858 1,449 Other 13 38 Gross deferred tax assets 41,195 36,030 Less - Valuation allowance ( 41,195 ) (36,030) Net deferred tax assets - -
Schedule of roll forward of valuation allowance	Balance at January 1, 2021 $ 6,200 Currency transaction loss 2,425 Tax assets acquired through merger 24,535 Income tax expense 2,870 Balance at December 31, 2021 $ 36,030 Currency transaction Income (1,316 ) Income tax expense 6,481 Balance at December 31, 2022 $ 41,195
Schedule of reconciliation of theoretical income tax expense to actual income tax expense	December 31, December 31, 2022 2021 USD thousands USD thousands Loss before income taxes ( 28,180 ) (12,478 ) Statutory tax rate 23 % 23 % Theoretical tax benefit ( 6,481 ) (2,870 ) Change in temporary differences for which deferred taxes were not recognized (1,696 ) (1,332 ) Tax rate differential 20 (101 ) Non-deductible expenses 744 239 Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards 6,879 4,064 Actual income tax expense (Benefit) (534 ) -

Related Parties Balances and _2

Related Parties Balances and Transactions (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Schedule of related party payables	December 31, December 31, 2022 2021 USD thousands USD thousands Employee and related expenses 891 278 Accrued expenses 58 72 949 350
Schedule of transaction with related parties	Year ended Year ended December 31, December 31, 2022 2021 USD thousands USD thousands Salaries and related expenses 2,409 1,255 Share-based payments 2,466 1,775 Professional Services 231 244 Research and development 36 36 5,142 3,310

Net Loss Per Share Attributab_2

Net Loss Per Share Attributable to Ordinary Shareholders (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of computation of basic and diluted net loss per share	Year ended Year ended December 31 December 31 2022 2021 In USD thousands, except share and per share data Numerator: Net loss 27,646 12,478 Denominator: Weighted-average number of ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 227,589,288 207,468,650 Net loss per share attributable to ordinary shareholders, basic and diluted 0.121 0.060
Schedule of weighted average number of shares excluded from computation of diluted net loss per share	Year ended Year ended December 31 December 31 2022 2021 Number of shares Outstanding options to purchase ordinary shares 35,191,540 27,003,260

General (Narrative) (Details)

General (Narrative) (Details)	Mar. 16, 2021 shares
Merger agreement with Chemomab, an Israeli limited company and a clinical-stage biotech company [Member]
Restructuring Cost and Reserve [Line Items]
Number of ADS issued and outstanding after the merger	12.86

General (Schedule of net assets

General (Schedule of net assets acquired based on their estimated fair value) (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

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Percentage of monthly deposits rate	8.33%
Severance costs	$ 142	$ 116
incremental borrowing rate of leases	5%	5.20%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Schedule of Annual rates of Depreciation) (Details)	12 Months Ended
	Dec. 31, 2022
Computers [Member]
Property, Plant and Equipment [Line Items]
Annual rates of depreciation	33%
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Annual rates of depreciation	10%
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Annual rates of depreciation	7%
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Annual rates of depreciation	over the shorter of the lease term or the estimated useful life of the improvement

Cash and Cash Equivalents (Sche

Cash and Cash Equivalents (Schedule of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents	$ 13,519	$ 15,186
USD [Member]
Cash and Cash Equivalents	10,663	10,720
NIS [Member]
Cash and Cash Equivalents	2,756	1,116
Other currencies [Member]
Cash and Cash Equivalents	$ 100	$ 3,350

Other Receivables and Prepaid_3

Other Receivables and Prepaid Expenses (Schedule of Other Receivables and Prepaid Expenses) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets [Abstract]
Government institutions	$ 459	$ 179
Prepaid expenses	1,307	1,348
Other accounts receivable and prepaid expenses, Total	$ 1,766	$ 1,527

Property and Equipment, Net (Sc

Property and Equipment, Net (Schedule of Property and Equipment, Net) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Cost	$ 532	$ 464
Less - accumulated depreciation	(165)	(107)
Property Plant And Equipment Net	367	357
Computers [Member]
Property, Plant and Equipment [Line Items]
Cost	70	43
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	33	27
Laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	399	364
Website development [Member]
Property, Plant and Equipment [Line Items]
Cost	14	14
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 16	$ 16

Leases (Narrative) (Details)

Leases (Narrative) (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	May 10, 2020	Oct. 24, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 12, 2021
Lessee, Lease, Description [Line Items]
Lease term	3 years	3 years
Lease expiry date	May 31, 2023	Oct. 31, 2024
Lease term, option to extend	three years	three years
Annual rent and management fees		$ 122
Bank guarantees to property owner		$ 77
Operating lease right-of-use assets			$ 227	$ 345
Operating lease liabilities			214	343
Operating Right Of Use Assets And Operating Lease Liabilities					$ 345
Increase in the carrying amount of the right-of-use asset due to impairment			$ 17	$ 345
Incremental borrowing rate based on credit rating			5%	5.20%

Leases (Schedule of Maturity of

Leases (Schedule of Maturity of Lease Liabilities Under Our Non-cancelable Operating Leases) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Lessee Disclosure [Abstract]
2023	$ 126
2024	93
Total future minimum lease payments	219
Less imputed interest:	(5)
Operating Lease, Liability, Total	$ 214	$ 343

Commitments and Contingent Li_2

Commitments and Contingent Liabilities (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Other Commitments [Line Items]
Decsription of occurrence for payments		upon the occurrence of either (i) closing of a public offering of the ordinary shares of Chemomab; or (ii) a Change of Control Transaction, Chemomab shall pay the Fund a cash payment equal to one percent (1%) of the proceeds raised by Chemomab in its initial public offering, or 1% of the consideration received by Chemomab or its shareholders at the closing of a Change of Control Transaction (after deduction of amounts paid as liquidation preference to the shareholders of Chemomab on account of their investment in Chemomab, if any), but in any event not more than $3,000 thousand.
Maximum percentage of payments of royalties (as a percent)		100%
Cumulative Amounts Of Grants Received And Recognized		$ 1,227
Royality expenses		5,222	$ 2,590
Bank restricted deposit		$ 77
Recoverability of VAT amount	$ 1,046
New Drug Application and Biological License Application [Member]
Other Commitments [Line Items]
Description of application payment for licensed product		$100 thousand upon submission of a New Drug Application (“NDA”), Biological License Application (“BLA”) or equivalent for each Licensed Product to the United States Food and Drug Administration (“FDA”), $100 thousand upon submission of similar application for each Licensed Product to an equivalent foreign regulatory agency in Europe and one hundred thousand dollars upon submission of similar application for each Licensed Product to an equivalent foreign regulatory agency in Asia. Payment in the aggregate shall not be more than $300 thousand per each Licensed Product, provided that for each jurisdiction, payment shall be made only once;
Royalty payments on sale of product (as a percent)		3%
Capital Additions One [Member]
Other Commitments [Line Items]
Description of application payment for licensed product		$200 thousand upon the grant of FDA or equivalent agency marketing approval in Europe and/or Asia for each Licensed Product. Payment in the aggregate shall not be more than $600 thousand per each Licensed Product, provided that for each jurisdiction, payment shall be made only once.

Share Capital (Narrative) (Deta

Share Capital (Narrative) (Details) - USD ($)		1 Months Ended				12 Months Ended
	Mar. 15, 2021	Nov. 16, 2022	Sep. 19, 2022	Apr. 30, 2021	Mar. 23, 2021	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022
Sale Of Stock [Line Items]
Options to purchase ADS cancelled						1,240,120	1,712,275
2015 plan [Member]
Sale Of Stock [Line Items]
Number of ADSs issued						172,276
Number of stock reserved for issuance						28,443,060
Number Of Stock Adss Resvered For Issuance						1,422,153
Number of ADSs options issuable outstanding						1,173,037
Number of options issuable outstanding						23,460,740
Number of ADSs vested and exercisable						620,036
Number of options vested and exercisable						12,400,720
Weighted average exercise price						$ 0.3
Weighted average exercise price of ADSs						$ 5.96
Number of shares issued						3,445,520
Options to purchase ADS cancelled						1,240,120
Options to purchase ordinary shares cancelled						62,006
2017 plan [Member]
Sale Of Stock [Line Items]
Number of ADSs issued						586,540
Number of stock reserved for issuance						12,511,620
Number Of Stock Adss Resvered For Issuance						625,581
Number of ADSs vested and exercisable						21,377
Number of options vested and exercisable						427,540
Weighted average exercise price						$ 0.35
Weighted average exercise price of ADSs						$ 6.98
Number of shares issued						11,730,800
The Private Placement [Member]
Sale Of Stock [Line Items]
Proceeds from sale of ADS's	$ 45,500,000				$ 4,500,000
Number of ADSs issued					261,929
Number of warrants purchase ADS's					2,619,270
Share price per share					$ 17.35
ATM agreement [Member]
Sale Of Stock [Line Items]
Aggregate offering price of at the market offering agreement				$ 75,000,000		$ 18,125,000
Proceeds from sale of ADS's				$ 15,917,000		$ 275,000
Number of ADSs issued				699,806		130,505
Share price per share				$ 22.75		$ 2.11
Repurchase Arrangement [Member]
Sale Of Stock [Line Items]
Repurchase of ADSs								$ 2,500,000
Number of shares repurchase of ADSs		582,023	582,023
Weighted average price of repurchase of ADSs		$ 2.0848
Total consideration of repurchase of ADSs		$ 1,218,000

Share Capital (Schedule of Shar

Share Capital (Schedule of Share-based Compensation Expenses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	$ 3,211	$ 2,019
Research and development expenses [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	448	137
General and administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	$ 2,763	$ 1,882

Share Capital (Schedule of Numb

Share Capital (Schedule of Number and Weighted Average Exercise Prices of Option) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted Average Exercise Price
Outstanding at the beginning	$ 0.38	$ 0.07
Acquired in Merger	0
Exercise	0.07	0.08
Forfeited	0.32	1.25
Granted	0.16	0.62
Outstanding at the end	$ 0.33	$ 0.38	$ 0.07
Number of options
Outstanding at the beginning	27,003,260	10,455,580
Acquired in Merger	0	609,535
Exercise	(1,970,000)	(134,220)
Forfeited	(1,240,120)	(1,712,275)
Granted	11,398,400	17,784,640
Outstanding at the end	35,191,540	27,003,260	10,455,580
Weighted Average Remaining Contractual Life in Years
Outstanding	7 years 5 months 1 day	8 years 1 month 13 days	7 years 9 months 18 days
Granted	7 years 9 months 18 days	9 years 9 months 14 days

Share Capital (Schedule of Assu

Share Capital (Schedule of Assumptions Used to Calculate the Fair Value of the Options) (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average share price (in U.S. dollar)	$ 0.16	[1]
Expected volatility, minimum	83.69%	[2]
Expected volatility, maximum	84.31%	[2]
Risk-free interest rate, minimum	1.75%	[3]
Risk-free interest rate, maximum	4.14%	[3]
Dividend yield	0%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in U.S. dollar)	$ 0.1
Expected life of options (in years)	5 years 6 months 3 days	[4]
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in U.S. dollar)	$ 0.257
Expected life of options (in years)	6 years 3 months 10 days	[4]
[1]The weighted average share price is based on the Company’s ordinary share valuation as at the grant date.[2]Expected volatility is based on historical volatility over the most recent period commensurate with the expected term of the option. As the Company has a short trading history for its ordinary shares, when the Company's trading period is shorter than the expected term, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.[3]The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the expected term of employee share option awards.[4]Expected life for the periods presented was determined according to the simplified method since, at the date of grant, the Company did not have enough history to make an estimate. This method effectively assumes that exercise occurs over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award. The simplified method is applicable to service conditions and for performance conditions that are probable of achievement. If meeting the performance condition is not probable, the Company will use the awards’ contractual term if the service period is implied, or the simplified method, if the service period is explicitly stated.

Research and Development (Sched

Research and Development (Schedule of Research and Development) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Research and Development [Abstract]
Consultants And Subcontractors Expense	$ 13,052	$ 3,894
Salaries and related expenses	2,867	1,789
Rent And Maintenance Research And Development Expense	245	114
Share-based compensation	448	137
Other expenses	365	400
Total	$ 16,977	$ 6,334

General and Administrative (Sch

General and Administrative (Schedule of General and Administrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and Administrative Expense [Abstract]
Salaries and related expenses	$ 3,435	$ 943
Professional services	2,596	1,695
Share-based compensation	2,763	1,882
Fees to Directors	231	244
Insurance	1,084	1,024
Rent and maintenance	24	29
Other expenses	1,423	216
Total	$ 11,556	$ 6,033

Income Taxes (Narrative) (Detai

Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Net change in the total valuation allowance		$ 5,200
Received amount of Chemomab Therapeutics Inc		351
Income tax benefit		$ (534)	$ 0
Israel [Member]
Income Tax Disclosure [Line Items]
Corporate tax rate		23%
Capital losses carryforwards		$ 159,000	$ 143,000
U.S. [Member] | Federal [Member]
Income Tax Disclosure [Line Items]
Corporate tax rate		21%
Forecast [Member]
Income Tax Disclosure [Line Items]
Expects to receive amount of Chemomab Therapeutics Inc	$ 183

Income Taxes (Schedule of Signi

Income Taxes (Schedule of Significant Components of the Company's Deferred Tax Asset) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred taxes
Net operating loss carry-forwards	$ 36,550	$ 33,396
Share-based compensation expense	1,774	1,147
Research and development costs	2,858	1,449
Other	13	38
Gross deferred tax assets	41,195	36,030
Less - valuation allowance	(41,195)	(36,030)	$ (6,200)
Net deferred tax assets	$ 0	$ 0

Income Taxes (Schedule of Roll

Income Taxes (Schedule of Roll Forward of Valuation Allowance) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance at January 1	$ 36,030	$ 6,200
Currency transaction income (loss)	(1,316)	2,425
Tax assets acquired through merger		24,535
Income tax expense	6,481	2,870
Balance at December 31	$ 41,195	$ 36,030

Income Taxes (Schedule of Recon

Income Taxes (Schedule of Reconciliation of Theoretical Income Tax Expense to Actual Income Tax Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Theoretical tax benefit on the above amount Decrease (increase) in tax refund resulting from:
Loss before income taxes	$ (28,180)	$ (12,478)
Statutory tax rate	23%	23%
Theoretical tax benefit	$ (6,481)	$ (2,870)
Change in temporary differences for which deferred taxes were not recognized	(1,696)	(1,332)
Tax rate differential	20	(101)
Non-deductible expenses	744	239
Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards	6,879	4,064
Actual income tax expense (Benefit)	$ (534)	$ 0

Related Parties Balances and _3

Related Parties Balances and Transactions (Schedule of Related Party Payables) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Employee and related expenses	$ 1,560	$ 653
Accrued expenses	3,378	555
Related Party [Member]
Related Party Transaction [Line Items]
Employee and related expenses	891	278
Accrued expenses	58	72
Related Party Payables	$ 949	$ 350

Related Parties Balances and _4

Related Parties Balances and Transactions (Schedule of Transaction With Related Parties) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Salaries and related expenses	$ 2,409	$ 1,255
Share-based payments	2,466	1,775
Professional services	231	244
Research and development	36	36
Total related party expenses	$ 5,142	$ 3,310

Net Loss Per Share Attributab_3

Net Loss Per Share Attributable to Ordinary Shareholders (Schedule of Computation of Basic and Diluted Net Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ 27,646	$ 12,478
Denominator:
Weighted-average number of ordinary shares used in computing net loss per share attributable to ordinary shareholders, basic	227,589,288	207,468,650
Weighted-average number of ordinary shares used in computing net loss per share attributable to ordinary shareholders, diluted	227,589,288	207,468,650
Net loss per share attributable to ordinary shareholders, basic	$ 0.121	$ 0.06
Net loss per share attributable to ordinary shareholders, diluted	$ 0.121	$ 0.06

Net Loss Per Share Attributab_4

Net Loss Per Share Attributable to Ordinary Shareholders (Schedule of Weighted Average Number of Shares) (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Options [Member]
Outstanding options to purchase ordinary shares	35,191,540	27,003,260

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details)	Jan. 13, 2023 USD ($)
Subsequent event [Member]
Subsequent Event [Line Items]
Issuance and sale of of ADS upto	$ 20,000,000