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 21,
2022
Chemomab Therapeutics Ltd.
(Exact name of Registrant as Specified in Its Charter)
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State of Israel |
001-38807
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81-3676773
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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of Incorporation) |
File Number) |
Identification No.) |
Kiryat Atidim, Building
7
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Tel Aviv, Israel |
6158002
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(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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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:
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Title of each class |
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Trading
Symbol(s) |
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Name of each
exchange
on which registered |
American Depositary Shares, each representing twenty (20) ordinary
shares, no par value per share
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CMMB
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Nasdaq
Capital Market
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Ordinary shares, no par value per share
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N/A |
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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.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(d) On
June 16, 2022, the Board of Directors (“Board”) of Chemomab
Therapeutics Ltd. (the “Company”) appointed Jill M. Quigley to the
Board and the audit committee of the Board (the “Audit Committee”),
effective immediately. The Board determined Ms. Quigley to be an
independent director and designated her as an audit committee
financial expert. With Ms. Quigley's appointment to the Board, the
size of the Board will be seven directors. Following Ms. Quigley’s
appointment to the Audit Committee, such committee will be
comprised of Claude Nicaise (Chair), Alan Moses, and Jill M.
Quigley. The biographical information for Ms. Quigley appears
below:
Jill M. Quigley, age
47, has more than 20 years of biotechnology industry experience
encompassing executive management, corporate operations, legal
affairs, financing and board membership. Since December 2020, Ms.
Quigley has served as a member of the board of directors of Terns
Pharmaceuticals, Inc. (Nasdaq: TERN), including her role as
chairperson of its audit committee. From November 2018 until
December 2021, Ms. Quigley served as Chief Operating Officer of
Passage BIO, Inc. (Nasdaq: PASG). Previously, she served as the
Interim Chief Executive Officer and General Counsel of Nutrinia,
Inc., from January 2016 to November 2018. From July 2012 to January
2016, Ms. Quigley served in various roles at Shire plc, most
recently as Senior Legal Counsel. Ms. Quigley received her
undergraduate degree in Communications, Legal Institutions,
Economics & Governance (CLEG) from American University and J.D.
from Rutgers School of Law.
There
are no arrangements or understandings between Ms. Quigley and any
other person pursuant to which she was appointed. Ms. Quigley’s
compensation for her service as a non-employee director will be
consistent with that of the Company’s other non-employee directors.
Ms. Quigley is not a party to any transaction that would
require disclosure under Item 404(a) of Regulation
S-K.
Item 7.01 Regulation FD Disclosure.
As described in Item 5.02 above, on June 21, 2022, the Company
issued a press release announcing the appointment of Ms.
Jill M. Quigley to the Board. A copy of the press
release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial
Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CHEMOMAB THERAPEUTICS LTD.
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Date: June 21, 2022
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By:
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/s/ Donald Marvin
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Name: Donald Marvin
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Title: Executive V.P., Chief Financial Officer and
Chief Operating Officer
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