Current Report Filing (8-k)
November 14 2022 - 04:11PM
Edgar (US Regulatory)
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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): November 14,
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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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☐
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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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☐
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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.
☐
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
(c) Appointment
of Chief Medical Officer & VP, Drug Development
On November 14, 2022, Chemomab Therapeutics Ltd. (the “Company”)
announced the appointment of Dr. Matthew B. Frankel as Chief
Medical Officer & VP, Drug Development of the Company. Dr.
Frankel’s appointment is effective as of November 14, 2022.
The biographical information for Dr. Frankel appears below:
Dr. Matthew B. Frankel, age 54, has 20 years of experience
in the pharmaceutical industry, encompassing clinical development
and medical affairs. From 2018 until November 2022, Dr. Frankel
served as Vice President, Clinical Development and Medical Affairs,
Specialty Pharma at Boehringer-Ingelheim Pharmaceuticals, Inc.
Prior to that, he served as the Vice President & Head,
Immunology and Dermatology Medical Unit at Novartis Pharmaceuticals
Corporation from 2016 to 2018. From 2012 to 2016, Dr. Frankel
served as the Executive Medical Director of Sandoz and from 2010
through 2012 held the role of Global Medical Director, Clinical
Development at Reata Pharmaceuticals (RETA). From 2003 through
2010, he held various senior roles across different companies in
the research field. Dr. Frankel received his undergraduate degree
from Vassar College, his MD from the University of California, Los
Angeles School of Medicine, and his MBA from the J. L. Kellogg
Graduate School of Management.
Other than that which is disclosed herein, there are no
arrangements or understandings between Dr. Frankel and any other
persons pursuant to which he was appointed to serve as Chief
Medical Officer & VP, Drug Development and there are no family
relationships between Dr. Frankel and any director or executive
officer of the Company. Dr. Frankel has no direct or indirect
material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Employment Agreement and
Other Compensatory Arrangements
In November 2022, Chemomab Therapeutics Inc., the Company's wholly
owned subsidiary, entered into an Executive Employment Agreement
with Dr. Frankel (the “Agreement”), which took effect on November
14, 2022. Dr. Frankel will receive an annual base salary of
$450,000, and will be part of the Company’s bonus program with a
yearly bonus potential of 45% of his base annual base salary, which
bonus will be based on the board of directors’ assessment of Dr.
Frankel’s individual performance and the overall performance of the
Company. Dr. Frankel will also be eligible to receive a special
signing bonus of $200,000, whereby $100,000 will be payable within
sixty (60) days of Dr. Frankel’s start date and $100,000 will be
payable within one hundred and twenty (120) days of his start date.
Additionally, Dr. Frankel will receive options to purchase 125,000
American Depositary Receipts (each representing twenty (20)
ordinary shares of the Company), which options will vest over a
four year period with 25% vesting on the first anniversary of the
grant date of these options and the remainder vesting in equal
amounts over the ensuing 36 month period.
The foregoing description of the terms of the Agreement does not
purport to be a complete description and is qualified in its
entirety by reference to the Agreement, which is attached hereto as
Exhibit 10.1 and is incorporated by reference in its entirety into
this Item 5.02.
Item 7.01 Regulation FD Disclosure.
As described in Item 5.02 above, on November 14, 2022, the Company
issued a press release announcing the appointment of Dr. Matthew B.
Frankel as the Chief Medical Officer & VP, Drug Development of
the Company, which appointment is effective immediately. 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.
(d) Exhibits
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Exhibit Number
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Exhibit Description
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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: November 14, 2022
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By:
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/s/ Donald Marvin
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Name: Donald Marvin
Title: Executive V.P., Chief Financial Officer and
Chief Operating Officer
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