Chemomab Therapeutics (CMMB) 6-K 2023 Q2 Current report (foreign)

1 American Depositary Share (ADS) represents 20 Ordinary Shares 0001534248 2023-01-01 2023-06-30 0001534248 2022-01-01 2022-06-30 0001534248 2022-04-01 2022-06-30 0001534248 2023-04-01 2023-06-30 0001534248 2023-06-30 0001534248 2022-12-31 0001534248cmmb:AmericanDepositorySharesMembercmmb:AtMarketOfferingAgreementWithCantorFitzgeraldAndCoMember 2023-01-01 2023-06-30 0001534248cmmb:AmericanDepositorySharesMembercmmb:AtMarketOfferingAgreementWithCantorFitzgeraldAndCoMember 2022-04-01 2022-04-25 0001534248cmmb:DalePfostAndDonaldMarvinMember 2023-01-01 2023-06-30 0001534248 2021-12-31 0001534248 2022-06-30 0001534248us-gaap:CommonStockMember 2021-12-31 0001534248us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001534248us-gaap:RetainedEarningsMember 2021-12-31 0001534248us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001534248 2022-01-01 2022-03-31 0001534248us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001534248us-gaap:CommonStockMember 2022-03-31 0001534248us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001534248us-gaap:RetainedEarningsMember 2022-03-31 0001534248 2022-03-31 0001534248us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001534248us-gaap:CommonStockMember 2022-12-31 0001534248us-gaap:CommonStockMember 2023-03-31 0001534248 2023-01-01 2023-03-31 0001534248us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001534248us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001534248us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001534248us-gaap:TreasuryStockCommonMember 2022-12-31 0001534248us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001534248us-gaap:TreasuryStockCommonMember 2023-03-31 0001534248us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001534248us-gaap:RetainedEarningsMember 2022-12-31 0001534248us-gaap:RetainedEarningsMember 2023-03-31 0001534248 2023-03-31 0001534248us-gaap:TreasuryStockCommonMember 2023-01-01 2023-03-31 0001534248us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001534248us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001534248us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001534248us-gaap:RetainedEarningsMember 2022-06-30 0001534248us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001534248us-gaap:CommonStockMember 2022-06-30 0001534248us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001534248us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001534248us-gaap:TreasuryStockCommonMember 2023-04-01 2023-06-30 0001534248us-gaap:RetainedEarningsMember 2023-06-30 0001534248us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001534248us-gaap:TreasuryStockCommonMember 2023-06-30 0001534248us-gaap:CommonStockMember 2023-06-30 0001534248us-gaap:CommonStockMember 2023-04-01 2023-06-30 xbrli:shares iso4217:USD iso4217:USDxbrli:shares

Exhibit 99.1

 

Chemomab Therapeutics Ltd. and its subsidiaries

Condensed Consolidated Interim Financial Statements

As of June 30, 2023

(Unaudited)

Chemomab Therapeutics Ltd.

and its subsidiaries

Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2023

Contents

 

	Page
Condensed Consolidated Interim Balance Sheets	3
Condensed Consolidated Interim Statements of Operations	4
Condensed Consolidated Interim Statements of Changes in Equity	5-6
Condensed Consolidated Interim Statements of Cash Flow	7
Notes to the Condensed Consolidated Interim Financial Statements	8-9

2

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Balance Sheets

In USD thousands (except for share amounts)

		June 30,			December 31,
	Note	2023			2022
Assets		Unaudited			Audited
Current assets
Cash and cash equivalents			10,382			13,519
Short term bank deposits			16,207			26,374
Restricted cash			74			77
Other receivables and prepaid expenses			1,042			1,766
Total current assets			27,705			41,736
Non-current assets
Long term prepaid expenses			646			733
Property and equipment, net			338			367
Operating lease right-of-use assets			160			227
Total non-current assets			1,144			1,327
Total assets			28,849			43,063
Current liabilities
Trade payables			2,347			1,688
Accrued expenses			2,503			3,378
Employee and related expenses			1,867			1,560
Operating lease liabilities			108			123
Total current liabilities			6,825			6,749
Non-current liabilities
Operating lease liabilities - long term			33			91
Total non-current liabilities			33			91
Commitments and contingent liabilities	3
Total liabilities			6,858			6,840
Shareholders' equity (*)	1
Ordinary shares no par value - Authorized: 650,000,000 shares as of  June 30, 2023 and December 31, 2022;			-			-
Issued and outstanding: 248,058,700 Ordinary shares as of June 30, 2023 and 232,636,700 as of December 31, 2022;			-			-
Treasury share at cost (11,640,460 Ordinary shares as of June 30, 2023 and December 31, 2022)			(1,218	)		(1,218	)
Additional paid in capital			103,751			101,260
Accumulated deficit			(80,542	)		(63,819	)
Total shareholders’ equity			21,991			36,223
Total liabilities and shareholders’ equity			28,849			43,063

(*)  1 American Depositary Share (ADS) represents 20 Ordinary Shares

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

3

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Interim Statements of Operations (Unaudited)

In USD thousands (except for share and per share amounts)

	Three months Ended June 30, 2023		Three months Ended June 30, 2022		Six months Ended June 30, 2023			Six months Ended June 30, 2022
Operating expenses
Research and development	5,020		2,914			11,907			5,659
General and administrative	3,175		3,340			5,337			5,915
Total operating expenses	8,195		6,254			17,244			11,574
Financing expense (income), net	(259	)	480			(576	)		264
Loss before taxes	7,936		6,734			16,668			11,838
Taxes on income (benefit)	34		(544	)		55			(544	)
Net loss for the period	7,970		6,190			16,723			11,294
Basic and diluted loss per Ordinary Share (*)	0.036		0.027			0.076			0.050
Weighted average number of Ordinary Shares outstanding, basic, and diluted (*)	221,674,130		228,173,276			221,338,951			228,132,249

(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

4

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)

In USD thousands (except share amounts)

	Ordinary Shares			Treasury share						Additional paid in capital		Accumulated Deficit		Total Shareholders’ equity
	Number		USD	Number			USD			USD		USD		USD
For the six-month period ended on June 30, 2023
Balance as of January 1, 2023		232,636,700	-		(11,640,460	)		(1,218	)	101,260		(63,819	)		36,223
Share-based compensation		-	-		-			-			484	-			484
Net loss for the year		-	-		-			-			-	(8,753	)		(8,753	)
Balance as of March 31, 2023		232,636,700	-		(11,640,460	)		(1,218	)		101,744	(72,572	)		27,954
Share-based compensation		-	-		-			-			639	-			639
Net loss for the year		-	-		-			-			-	(7,970	)		(7,970	)
Issuance of shares, net of issuance expenses		15,422,000	-		-			-			1,368	-			1,368
Balance as of June 30, 2023		248,058,700	-		(11,640,460	)		(1,218	)		103,751	(80,542	)		21,991

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

5

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)

In USD thousands (except share amounts)

	Ordinary Shares				Additional paid in capital		Accumulated Deficit			Total Shareholders’ equity
	Number		USD		USD		USD			USD
For the six-month period ended on June 30, 2022
Balance as of January 1, 2022		228,090,300		-		97,639		(36,173	)		61,466
Share-based compensation		-		-		874		-			874
Net loss for the period		-		-		-		(5,104	)		(5,104	)
Balance as of March 31, 2022		228,090,300		-		98,513		(41,277	)		57,236
Share-based compensation		-		-		761		-			761
Exercise of options		542,820		-		29		-			29
Net loss for the period		-		-		-		(6,190	)		(6,190	)
Balance as of June 30, 2022		228,633,120		-		99,303		(47,467	)		51,836

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

6

Chemomab Therapeutics Ltd.

and its subsidiaries

Condensed Consolidated Interim Statements of Cash flows (Unaudited)

In USD thousands

	Six months			Six months
	ended			Ended
	June 30,			June 30,
	2023			2022
Cash flows from operating activities
Net loss for the period		(16,723	)		(11,294	)
Adjustments for operating activities:
Depreciation		32			27
Share-based compensation		1,123			1,635
Change in other receivables and prepaid expenses		811			(1,483	)
Change in operating lease liability		(6	)		(15	)
Change in trade payables		659			97
Change in accrued expenses		(875	)		1,157
Change in employees and related expenses		307			464
		2,051			1,882
Net cash used in operating activities		(14,672	)		(9,412	)
Cash flows from investing activities
Decrease in bank deposits		10,167			4,134
Purchase of property and equipment		(3	)		(25	)
Net cash provided by investing activities		10,164			4,109
Cash flows from financing activities
Issuance of Shares, net of issuance expenses		1,368			-
Exercise of options		-			22
Net cash provided by financing activities		1,368			22
Change in cash, cash equivalents and restricted cash		(3,140	)		(5,281	)
Cash, cash equivalents and restricted cash at beginning of period		13,596			15,241
Cash, cash equivalents and restricted cash at end of period		10,456			9,960
Supplemental disclosure of non-cash investing and financing activities:
Receivable related to exercise of options		-			7

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

7

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES

 (FORMERLY ANCHIANO THERAPEUTICS LTD.)

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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. The wholly owned subsidiaries of the Company are: Chemomab Ltd. ("Chemomab"), Chemomab Therapeutics Israel Ltd. and Chemomab Therapeutics Inc.   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. The Company believes that its existing liquidity resources as of June 30, 2023, will enable it to fund its operations through December 31, 2024 with the ability to perform cost reductions in order to extend the operations even further, if required to do so.

B. 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 million through Cantor or the ATM Agreement. On April 25, 2022, the Company filed a prospectus supplement with the SEC for the issuance and sale of up to $18,125,000 of its ADSs in connection with the reactivation of the ATM Agreement Facility and pursuant to General Instruction I.B.6 of Form S-3, which, subject to certain exceptions, limits the amount of securities the Company is able to offer and sell under such registration statement to one-third of the Company's unaffiliated public float. From April 30, 2021, through June 30, 2023, the Company issued 1,470,906 ADSs under the ATM Agreement, resulting in gross proceeds of $17,327 thousand.

C. On June 1, 2023, the board of directors (the “Board”) of the Company appointed Dr. Adi Mor as Chief Executive Officer of the Company (to replace Dr. Dale Pfost), and Sigal Fattal as the Chief Financial Officer of the Company (to replace Donald Marvin), effective as of the same date. The company has recorded in June 2023 a provision for severance payments to Dale Pfost and Donald Marvin in the amount of $1,110 thousand.

8

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES
(FORMERLY ANCHIANO THERAPEUTICS LTD)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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 June 30, 2023, and its results of operations for the six months ended June 30, 2023, and 2022, changes in shareholders’ equity for the six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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, 2022. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2022 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.

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. On November 2022, The Company appealed the ITA’s assessment. The Company has recorded a provision in 2022 that 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 2022.  

9