UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2023
Chemomab Therapeutics Ltd.
(Exact name of Registrant as Specified in Its Charter)
State of Israel | 001-38807 | 81-3676773 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
Kiryat Atidim, Building 7 | |
Tel Aviv, Israel | 6158002 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +972-77-331-0156
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
American Depositary Shares, each representing twenty (20) ordinary shares, no par value per share | CMMB | Nasdaq Capital Market | ||
Ordinary shares, no par value per share | N/A | Nasdaq Capital Market* |
* Not for trading; only in connection with the registration of American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | An amount in cash equal to Dr. Pfost’s base salary for a period of 12 (twelve) months following the Pfost Effective Date; |
• | Acceleration of vesting of all time-based stock option awards granted to Dr. Pfost under the Company’s 2015 Share Incentive Plan (the “Plan”); and |
• | Payment of an amount equal to the full premium cost of Dr. Pfost’s participation in the COBRA plan during the twelve (12) month period following the Pfost Effective Date. |
• | An amount in cash equal to Mr. Marvin’s base salary for a period of 12 (twelve) months following the Marvin Effective Date; |
• | Acceleration of vesting of the time-based stock option awards granted to Mr. Marvin under the Plan due to vest on or before December 31, 2023; and |
• | Payment of an amount equal to the full premium cost of Mr. Marvin’s participation in the COBRA plan during the twelve (12) month period following the Marvin Effective Date. |
Item 7.01. | Regulation FD Disclosure. |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
CHEMOMAB THERAPEUTICS LTD. | |||
Date: June 5, 2023 | By: | /s/ Dr. Adi Mor | |
Name: Dr. Adi Mor | |||
Title: Chief Executive Officer, Chief Scientific Officer and Director |