As
filed with the Securities and Exchange Commission on August 15,
2022
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chemomab Therapeutics Ltd.
(Exact
name of Registrant as specified in its charter)
State
of Israel
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81-3676773
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification Number)
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Kiryat
Atidim, Building 7
Tel
Aviv-Yafo, Israel
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6158002
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(Address of Principal Executive Offices)
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(Zip
Code)
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2017
Equity-Based Incentive Plan
(Full
Title of the Plan)
Chemomab Therapeutics, Inc.
One Kendall Square
Building 1400E
Suite 14-105
Cambridge, MA 02139
(857) 259-4622
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
David S. Glatt
Ronen Bezalel
Jonathan M. Nathan
Meitar | Law Offices
16 Abba Hillel Rd.
Ramat Gan 5250608, Israel
+972 (3) 610-3100
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Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, a smaller reporting company or
an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act of 1934, as amended.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed to register an
additional 10,800,000 Ordinary Shares of Chemomab Therapeutics
Ltd., formerly known as Anchiano Therapeutics Ltd. (the
“Registrant,” “we,” “our,” or “us”) issuable pursuant to the
Anchiano Therapeutics Ltd. 2017 Equity-Based Incentive Plan (the
“2017 Plan”), representing an automatic annual increase effective
as of January 1, 2022 pursuant to the 2017 Plan.
Pursuant to Instruction E of Form S-8, the contents of our prior
registration statements on Forms S-8 (File Nos. 333-232757,
333-237247 and 333-259489) are incorporated herein by reference,
and the information required by Part II is omitted, except as
supplemented by the information set forth below.
The
2017 Plan provides that the number of Ordinary Shares available for
issuance under the 2017 Plan will automatically increase on January
1 of each calendar year during the term of the 2017 Plan by 4% of
the total number of Ordinary Shares outstanding on December 31st of
the immediately preceding calendar year, or such lesser number as
shall be determined by the Committee (as defined therein), subject
to adjustments required for recapitalization events (e.g. stock
splits).
PART
I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for by Items 1 and 2 of Part I of
Form S-8 is not being filed with or included in this
Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and
Exchange Commission (the “SEC”).
The
documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the 2017 Plan as
specified by Rule 428(b) under the Securities Act. Such
documents and the documents incorporated by reference herein
pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference in this Registration
Statement the following documents:
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(i)
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the
Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed with the SEC on March 30, 2022 (the
“Annual Report”);
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(ii)
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The Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022,
filed with the SEC on May 12, 2022;
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(iii)
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The Company’s
Current Reports on Form 8-K, as filed with the Commission on May
12, 2022 (excluding information furnished pursuant to Item 2.02),
June 1, 2022, June 8, 2022, June 21, 2022 and August 12, 2022
(excluding information furnished pursuant to Item 2.02);
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(iv)
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the
description of the Ordinary Shares and ADSs contained in the
Registrant’s registration statement on Form S-4, filed with the SEC
on January 13, 2021, and as contained in Exhibit 4.1 of the
Annual Report, as may be further updated or amended in any
amendment or report filed for such purpose; and
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(v)
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all other
reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), since the
end of the fiscal year covered by the Annual Report.
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All
documents subsequently filed by the Registrant with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.
For
purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded to the extent that a subsequently filed document or a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such document or such statement in
such document. Any such document or such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4.
Description of Securities.
Not
applicable.
Item 5.
Interests of Named Experts and Counsel.
None.
Item 6.
Indemnification of Directors and Officers.
An
Israeli company may indemnify an office holder in respect of
certain liabilities either in advance of an event or following an
event provided that a provision authorizing such indemnification is
inserted in its articles of association. Our Articles of
Association contain such a provision. An undertaking provided in
advance by an Israeli company to indemnify an office holder with
respect to a financial liability imposed on him or her in favor of
another person pursuant to a judgment, settlement or arbitrator’s
award approved by a court must be limited to events which in the
opinion of the Board of Directors can be foreseen based on the
company’s activities when the undertaking to indemnify is given,
and to an amount or a criteria determined by the Board of Directors
as reasonable under the circumstances, and such undertaking must
detail the abovementioned events and amount or criteria.
In
addition, a company may indemnify an office holder against the
following liabilities incurred for acts performed as an office
holder:
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reasonable
litigation expenses, including attorneys’ fees, incurred by the
office holder as a result of an investigation or proceeding
instituted against him or her by an authority authorized to conduct
such investigation or proceeding, provided that (i) no indictment
was filed against such office holder as a result of such
investigation or proceeding; and (ii) no financial liability, such
as a criminal penalty (as defined in the Companies Law), was
imposed upon him or her as a substitute for the criminal proceeding
as a result of such investigation or proceeding or, if such
financial liability was imposed, it was imposed with respect to an
offense that does not require proof of criminal intent or in
connection with a monetary sanction; and
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reasonable
litigation expenses, including attorneys’ fees, incurred by the
office holder or imposed by a court (i) in proceedings instituted
against him or her by the company, on its behalf or by a third
party, or (ii) in connection with criminal proceedings in which the
office holder was acquitted, or (iii) as a result of a conviction
for a crime that does not require proof of criminal intent.
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An
Israeli company may insure a director or officer against the
following liabilities incurred for acts performed as a director or
officer:
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a breach of
duty of care to the company or to a third party, including a breach
arising out of the negligent conduct of an office holder;
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a breach of
duty of loyalty to the company, provided the director or officer
acted in good faith and had a reasonable basis to believe that the
act would not prejudice the interests of the company; and
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financial
liabilities imposed on the office holder for the benefit of a third
party.
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An
Israeli company may not, however, indemnify or insure an office
holder against any of the following:
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a breach of
duty of loyalty, except to the extent that the office holder acted
in good faith and had a reasonable basis to believe that the act
would not prejudice the company;
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a breach of
duty of care committed intentionally or recklessly, excluding a
breach arising out of the negligent conduct of the office
holder;
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an act or
omission committed with intent to derive unlawful personal benefit;
or
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a fine,
monetary sanction, penalty or forfeit levied against the office
holder.
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Under the Israeli Companies Law, or the Companies Law,
indemnification and insurance of office holders must be approved by
our compensation committee, our Board of Directors and, in certain
circumstances, by our shareholders. We have obtained directors’ and
officers’ liability insurance for the benefit of our office holders
and intend to continue to maintain such coverage and pay all
premiums thereunder to the fullest extent permitted by the
Companies Law. In addition, we have entered into indemnification
agreements with each of our directors providing them with
indemnification for liabilities or expenses incurred as a result of
acts performed by them in their capacity as our, or our
subsidiaries’, directors and officers. This indemnification is
limited both in terms of amount and coverage and it covers certain
amounts regarding administrative proceedings insurable or
indemnifiable under the Companies Law and our Articles of
Association. In the opinion of the U.S. Securities and Exchange
Commission, however, indemnification of directors and office
holders for liabilities arising under the U.S. Securities Act of
1933, as amended, or the Securities Act, is against public policy
and therefore unenforceable.
Item 7.
Exemption from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
Item 9.
Undertakings.
(a)
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The Registrant
hereby undertakes:
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(1)
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To file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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(i)
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To include any
prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To reflect in
the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the
effective Registration Statement; and
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(iii)
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To include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
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provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement
is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
Registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
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(2)
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That, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3)
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To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
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(b) The Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tel Aviv, Israel, on this 15th day of August,
2022.
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CHEMOMAB
THERAPEUTICS LTD.
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By:
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/s/ Dale Pfost
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Name:
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Dale Pfost
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Title:
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below hereby constitutes and appoints Dale Pfost
and Donald Marvin, jointly and severally, his or her true and
lawful attorneys-in-fact and agents with full powers of
substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all supplements amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Dale
Pfost
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Chief Executive Officer, Chairman
of the Board of Directors and Director (principal executive
officer)
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August 15,
2022
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Dale Pfost
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/s/ Donald
Marvin
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Principal financial and accounting
Officer
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August 15,
2022
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Donald Marvin
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/s/ Adi
Mor
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Director
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August 15,
2022
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Adi Mor
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/s/ Nissim
Darvish
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Director
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August 15,
2022
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Nissim Darvish
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/s/ Alan
Moses
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Director
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August 15,
2022
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Alan Moses
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/s/ Claude
Nicaise
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Director
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August 15,
2022
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Claude Nicaise
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/s/ Neil
Cohen
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Director
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August 15,
2022
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Neil Cohen
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/s/ Jill M.
Quigley
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Director
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August 15,
2022
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Jill M. Quigley
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the
United States of Chemomab Therapeutics Ltd., has signed this
registration statement on August 15, 2022.
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CHEMOMAB
THERAPEUTICS, INC.
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By:
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/s/ Dale Pfost
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Name:
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Dale Pfost
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Title:
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Chief Executive Officer
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