BioCancell Ltd. SEC Form S-3 Filed April 15, 2021 Last Updated April 16, 2021 at 1:00 AM EDT

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Submission Parts

Sequence Document Type File Name Description
1 SEC Form FORM S-3
2 SEC Form EXHIBIT 5.1
3 SEC Form EXHIBIT 10.3
4 SEC Form EXHIBIT 23.1
5 SEC Form EXHIBIT 23.2
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7 Image image_002.jpg GRAPHIC
8 Image image_003.jpg GRAPHIC
9 Image image_004.jpg GRAPHIC

FORM S-3

 

 

 

As filed with the Securities and Exchange Commission on April 15, 2021

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Chemomab Therapeutics Ltd.

(Exact name of Registrant as specified in its charter)

 

Israel   81-3676773
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification Number)

 

Kiryat Atidim, Building 7

Tel Aviv, Israel 6158002

+972-77-331-0156

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Anchiano 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)

 

Please send copies of all communications to:

 

David S. Glatt

Shachar Hadar
Ronen Bezalel
Jonathan M. Nathan
Meitar | Law Offices
16 Abba Hillel Rd.
Ramat Gan 5250608, Israel
+972 (3) 610-3100

  Adi Mor
Chief Executive Officer
Chemomab Ltd.
Kiryat Atidim, Building 7
Tel Aviv 6158002, Israel
+972-77-331-0156

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x   Smaller reporting company x
      Emerging growth company x

 

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 to Section 7(a)(2)(B) of the Securities Act.¨

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered  Amount to be
registered(1)
   Proposed
maximum
aggregate price per
share(2)
   Proposed maximum
aggregate offering
price(2)
   Amount of
registration
fee(3)
 
American depositary shares, representing ordinary shares   6,951,292   $38   $264,149,096   $28,819 
American depositary shares, representing ordinary shares, issuable upon exercise of warrants (4)   261,929   $17.35088(5)  $4,544,699   $496 
Total   7,213,221    $   $268,693,795   $29,315 

 

(1) The ordinary shares, no par value, or Ordinary Shares, registered hereby may be represented by American depository shares, or ADSs. Each ADS represents twenty (20) Ordinary Shares. In addition to the shares set forth in the table, the amount to be registered includes an unidentified number of shares that may become issuable as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416(a) under the Securities Act of 1933, as amended.

 

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of the registrant’s Ordinary Shares as reported on the Nasdaq Capital Market on April 13, 2021.

 

(3) Calculated in accordance with Rule 457(c) under the Securities Act

 

(4) Consists of Ordinary Shares, represented by ADSs, underlying exercisable warrants, at a set exercise price of $17.35088 per ADS, issued in a private placement to the selling shareholders named in the prospectus included in this registration statement.

 

(5) Determined in accordance with Rule 457(g) under the Securities Act, based on the exercise price of $17.35088 per ADS share at which the warrants may be exercised.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

Information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED April 15, 2021

 

PROSPECTUS

 

6,951,292 American Depositary Shares Representing 139,025,840 Ordinary Shares

 

Warrants to purchase 261,929 American Depositary Shares Representing 5,238,580 Ordinary Shares

 

 

 

Chemomab Therapeutics Ltd.  

 

This prospectus relates to the proposed resale from time to time of up to 7,213,221 ADSs, each representing 20 Ordinary Shares, by the selling shareholders named herein, or the selling shareholders, together with any additional selling shareholders listed in a prospectus supplement.

 

The selling shareholders received these ADSs from us either (i) pursuant to a private placement transaction, which was consummated on March 16, 2021, or the Private Placement, or (ii) in exchange for shares in Chemomab Ltd., which were converted to ADSs upon the consummation of the merger on March 16, 2021, or the Merger, pursuant to that Agreement and Plan of Merger, or the Merger Agreement, dated December 14, 2020 by and among the Registrant, Chemomab Ltd. and CMB Acquisition Ltd., or Merger Sub. We are registering the offer and resale of ADSs acquired in the Private Placement to satisfy a covenant set forth in the securities purchase agreement, or the SPA, under which the private placement was effected, pursuant to which we agreed to register the resale of these ADSs, and warrants to purchase our ADSs, within a limited period of time following the date of the SPA. Additionally, we are registering the offer and resale of ADSs issued in connection with the Merger to comply with that certain registration rights agreement, or the Registration Rights Agreement, dated December 14, 2020, by and among the Registrant, the founders of Chemomab Ltd., Adi Mor and Kobi George, and certain additional shareholders of Chemomab Ltd., listed therein, pursuant to which certain of the shareholders of Chemomab Ltd. are entitled to customary demand registration rights.

 

We will not receive any of the proceeds from the sale of our ADSs by the selling shareholders. All net proceeds from the sale of these ADSs will go to the selling shareholders. However, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $4,544,699 if all warrants issued to the selling shareholders are exercised. 

 

Any ADSs subject to resale hereunder will have been issued by us and received by the selling shareholders prior to any resale of such ADSs pursuant to this prospectus.

 

The selling shareholders, or their donees, pledgees, transferees or other successors-in-interest, may offer or resell the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling shareholders will bear all commissions and discounts, if any, attributable to the sale of shares. We will bear all costs, expenses and fees in connection with the registration of the shares. For additional information on the methods of sale that may be used by the selling shareholders, see “Plan of Distribution” beginning on page 10 of this prospectus.

 

Our ADSs, representing our Ordinary Shares, are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CMMB.” On April 13, 2021, the last reported sale price of our ADSs as reported on Nasdaq was $39.34 per ADS.

 

Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 37 in our Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 14, 2021, page 38 in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus and in any applicable prospectus supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is       , 2021

 

 

 

 

TABLE OF CONTENTS  
  Page
   
ABOUT THIS PROSPECTUS ii
   
PROSPECTUS SUMMARY 1
   
RISK FACTORS 2
   
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3
   
USE OF PROCEEDS 4
   
SELLING SHAREHOLDERS 5
   
PLAN OF DISTRIBUTION 10
   
LEGAL MATTERS 12
   
EXPERTS 12
   
WHERE YOU CAN FIND MORE INFORMATION 12
   
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 13

 

 

 

 

ABOUT THIS PROSPECTUS

 

The selling shareholders may resell, from time to time, in one or more offerings or otherwise as described under “Plan of Distribution”, the ADSs and ADSs issuable upon exercise of the warrants covered herein and offered by this prospectus. Information about the selling shareholders may change over time. When the selling shareholders sell our ADSs, or ADSs issuable upon exercise of the warrants covered under this prospectus, we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the description of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of the information incorporated by reference herein and therein, before making an investment decision.

 

You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the selling shareholders have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell, nor are the selling shareholders seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where the offer or sale is not permitted. No offers or sales of any of the ADSs are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the ADSs, or ADSs issuable upon exercise of the warrants covered herein, offered hereby or thereby.

 

You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. See “Where You Can Find More Information.” Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference herein or therein is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

 

Unless the context otherwise indicates, references in this prospectus to “we,” “our,” “us,” “Chemomab” or “the Company” refer, collectively, to Chemomab Therapeutics Ltd., an Israeli company, and its subsidiaries.

 

ii 

 

 

PROSPECTUS SUMMARY

 

This summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the applicable prospectus supplement and any related free writing prospectus, the information incorporated by reference herein and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and our financial statements and related notes that are incorporated by reference in this prospectus.

 

Our Business

 

Chemomab is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high unmet medical need that involve inflammation and fibrosis. CM-101, the company’s lead clinical product candidate, is a first-in-class humanized monoclonal antibody which hinders the fundamental function of the soluble chemokine CCL24, also known as eotaxin-2, as a regulator of major inflammatory and fibrotic pathways. We have shown that CM-101 interferes with the underlying biology of inflammation and fibrosis using a novel and differentiated mechanism of action and is actively advancing CM-101 into staggered Phase 2 clinical studies to treat patients with liver, skin, and lung fibrosis. We have completed two Phase 1a clinical studies at varying doses using different administration methods, as well as a Phase 1b safety, tolerability and proof-of-mechanism clinical study of CM-101 in non-alcoholic fatty liver disease, or NAFLD, patients. We are currently conducting a Phase 2a clinical study in primary sclerosing cholangitis, or PSC, a rare obstructive and cholestatic liver disease, in the United Kingdom and Israel and we are planning a Phase 2 study in systemic sclerosis, or SSc, a rare autoimmune rheumatic disease characterized by accumulation of collagen, or fibrosis, this year. Although our primary focus relates to these two rare indications, an additional Phase 2a clinical study expanding the understanding of CM-101 in non-alcoholic steatohepatitis, or NASH, has been initiated and will provide important safety and PK data designed to support the development of CM-101 subcutaneous formulation.

 

Fibrosis is the abnormal and excessive accumulation of collagen and extracellular matrix, the non-cellular component in all tissues and organs, consisting of macromolecules such as collagen, that provide structural and biochemical support to surrounding cells, leading to scarring and thickening of connective tissues, affecting tissue properties and potentially leading to organ failure. Fibrosis can occur in many different tissues, including lung, liver, kidney, muscle, skin, and the gastrointestinal tract, resulting in a growing number of progressive fibrotic conditions. A healthy inflammatory response is necessary for efficient tissue repair. However, fibrosis and inflammation are intrinsically linked and a prolonged inflammatory response can contribute to the pathogenesis of fibrosis.

 

We have pioneered the therapeutic targeting of CCL24, a chemokine that promotes various types of cellular processes that regulate inflammatory and fibrotic activities through the CCR3 receptor. The chemokine is expressed in monocytes, macrophages, activated T cells, fibroblasts, endothelial cells, and epithelial cells, including the bile duct epithelial cells called cholangiocytes. We have developed a novel CCL24 inhibiting product candidate with dual anti-fibrotic and anti-inflammatory activity allowing it to challenge the complex interplays of both of these inflammatory and fibrotic mechanisms that drive fibrotic indications. This innovative approach is being developed for difficult to treat rare diseases, also known as orphan indications or diseases, such as PSC and SSc, for which patients have no established standard of care treatment options.

 

Recent Developments

 

On March 16, 2021, we consummated the Merger pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Chemomab Ltd., with Chemomab Ltd. surviving the Merger as our wholly owned subsidiary. In connection with the Merger, on March 16, 2021, we changed our name from Anchiano Therapeutics Ltd. to Chemomab Therapeutics Ltd.

 

Corporate Information

 

We were incorporated under the laws of the State of Israel in 2015 under the name Anchiano Therapeutics Ltd. In March 2021, in connection with the Merger, we changed our name to Chemomab Therapeutics Ltd. Our principal executive offices are located at Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002, and our phone number is +972-77-331-0156. Our website is: www.chemomab.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus. We have included our website address as an inactive textual reference only.

 

1

 

 

RISK FACTORS

 

An investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the risk set forth below, as well as the risks described in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2021, our most recent Annual Report on Form 10-K, any updates to those risks in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition, results of operations and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities offered by means of this prospectus could decline due to any of these risks, and you may lose all or part of your investment.

 

The sale of a substantial number of shares of our ADSs in the public market, including resale of the ADSs issued to the selling shareholders, could adversely affect the prevailing market price for our ADSs.

 

We are registering for resale of 6,951,292 ADSs and 261,929 ADSs issuable upon the exercise of warrants to purchase ADSs that we have issued to the selling shareholders pursuant to the SPA. Sales of substantial amounts of our ADSs in the public market, or the perception that such sales might occur, could adversely affect the market price of our ADSs, and the market value of our other securities. We cannot predict if and when the selling shareholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional ADSs or other equity or debt securities exercisable for, or convertible into, our ADSs. Any such issuances could result in substantial dilution to our existing shareholders and could cause our stock price to decline.

 

2

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus and the information incorporated by reference in this prospectus include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are based on current expectations, estimates, forecasts, projections about the industry in which we operate and the beliefs and assumptions of our management.

 

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. These statements should not be relied upon as predictions of future events as we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” or “anticipates” or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.

 

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements regarding the impact of the COVID-19 pandemic on our business or financial condition; statements of belief and any statement of assumptions underlying any of the foregoing.

 

These forward-looking statements include, but are not limited to, statements concerning the following:

 

·the expected benefits of and potential value created by the Merger for our shareholders;
·any statements of the plans, strategies and objectives of management for future operations;
·any statements concerning our ability to protect and enhance our products, product candidates and intellectual property;
·any statements concerning proposed new products, services or developments;
·any statements concerning the attraction and retention of highly qualified personnel;
·any statements regarding expectations concerning our relationships and actions with third parties;
·future regulatory, judicial and legislative changes in our industry;
·any statements regarding future economic conditions or performance;
·any statements regarding the impact of the COVID-19 pandemic on our business or financial condition;
·our ability to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act;
·our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act;
·statements of belief and any statement of assumptions underlying any of the foregoing;
·the timing of our ongoing or planned clinical trials;
·the timing of and our ability to obtain and maintain regulatory approvals for any future product candidates; and
·those risks detailed in the section of this prospectus entitled “Risk Factors,” and those risks described in the documents we file from time to time with the SEC that are incorporated by reference in this prospectus, specifically our most recent Annual Report on Form 10-K, Form 10-Q and our Current Reports on Form 8-K.

 

Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof.

 

3

 

 

USE OF PROCEEDS

 

All of the proceeds from the sale of any ADSs offered under this prospectus are for the account of the selling shareholders. Accordingly, we will not receive any proceeds from the sales of these securities, although we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $4,544,699 if all warrants issued to the selling shareholders are exercised. We will bear all costs, expenses and fees in connection with the registration of the ADSs offered under this prospectus, whereas the selling shareholders will bear all brokerage commissions and similar selling expenses.

 

4

 

 

SELLING SHAREHOLDERS

 

Background Regarding the Selling Shareholders

 

On March 25, 2021, we issued 2,619,270 ADSs and warrants to purchase up to 261,929 ADSs, in a private placement, exempt from registration under the Securities Act, pursuant to the SPA.

  

Under the terms of the SPA, each executed concurrently with the selling shareholders, we agreed, among other things:

 

  (i) to issue to the selling shareholders 2,619,270 ADSs and warrants to purchase up to 261,929 ADSs; and
     
  (ii) to file a registration statement with the SEC under the Securities Act within 30 days of March 16, 2021, in order to register the resale of the ADSs and warrants to purchase ADSs issued pursuant to the SPA, and to have that registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies us that it will “review” the registration statement) following March 16, 2021 and (ii) the 10th business day after the date we may be notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.

 

Furthermore, certain of the selling shareholders, including OrbiMed Israel Partners Limited Partnership, Rivendell Investments 2017-9 LLC, Adi Mor and Kobi George, were allocated shares in Chemomab Ltd. prior to the consummation of the Merger. In connection with the consummation of the Merger, such shares in Chemomab Ltd. were converted into our ADSs in accordance with the applicable exchange ratio set forth in the Merger Agreement. The foregoing selling shareholders are registering 4,332,022 ADSs under this Registration Statement on Form S-3. Under the terms of the Registration Rights Agreement, to which each of the foregoing selling shareholders is a party, we agreed to certain customary demand registration rights, which these selling shareholders have utilized for purposes of registering their ADSs under this Registration Statement on Form S-3.

 

5

 

 

Information About Selling Shareholders

 

The following table sets forth the number and percentage of ADSs beneficially owned by the selling shareholders as of March 25, 2021, taking into account number of securities that may be offered under this prospectus and the number and percentage of our ADSs beneficially owned by the selling shareholders assuming all of the shares offered under this prospectus are sold. Except as otherwise noted herein, the number and percentage of ADSs beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rule, beneficial ownership includes any ADSs as to which the individual has sole or shared voting power or investment power and also any ADSs which the individual has the right to acquire within 60 days of the date of this prospectus through the exercise of any option or other right.

 

All information contained in the table below and the footnotes thereto is based upon information provided to us by the selling shareholders. The information in the table below and the footnotes thereto regarding ADSs to be beneficially owned after the offering under this prospectus assumes the sale of all ADSs being offered by the selling shareholders under this prospectus. The percentage of ADSs owned prior to and after the offering under this prospectus is based on 10,697,997 ADSs outstanding as of March 25, 2021. Unless otherwise indicated in the footnotes to this table, we believe that the selling shareholders have sole voting and investment power with respect to the shares of our ADSs indicated as beneficially owned.

 

Except as described above, or in the footnotes below, neither the selling shareholders nor any of its affiliates, officers, directors or principal equity holders have held any position or office or had any other material relationship with us or our affiliates within the past three years.

 

As used in this prospectus, the term “selling shareholders” includes the selling shareholders named below and any donees, pledgees, transferees or other successors-in-interest selling our ADSs received after the date of this prospectus from the selling shareholders as a gift, pledge, or other non-sale related transfer.

 

The number of ADSs in the column “Maximum Number of Shares Offered” represents all of the ADSs that the selling shareholders may offer under this prospectus. The fourth column assumes the sale of all the ADSs offered by the selling shareholders under this prospectus and that the selling shareholders does not acquire any additional ADSs before the completion of the offering under this prospectus. However, because the selling shareholders may sell all or some of the ADSs offered under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of ADSs that will be sold by the selling shareholders or that will be held by the selling shareholders after completion of any sales. The selling shareholders may sell some, all or none of the ADSs offered under this prospectus. We do not know how long the selling shareholders will hold the ADSs offered under this prospectus before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholders regarding the sale of any of the ADSs.

 

6

 

 

   Ownership Before
Offering
       Ownership After
Offering
 
Selling Shareholders 

Number of
ADSs
beneficially
owned

  

Percentage
of
ADSs
beneficially
owned

  

Maximum
number of
ADSs
offered

   Number of
ADSs
beneficially
owned
  

Percentage
of
ADSs
beneficially
owned

 
Apeiron Presight Capital Fund II, LP(1)   316,987    2.96%   316,987    -    - 
                          
OrbiMed Israel Partners Limited Partnership(2)   2,606,991    24.30%   2,606,991    -    - 
                          
Cormorant Global Healthcare Master Fund, LP(3)   301,201    2.81%   301,201    -    - 
                          
Stonepine Capital, LP(4)   253,590    2.37%   253,590    -    - 
                          
Ikarian Healthcare Master Fund, LP(5)   221,400    2.07%   221,400    -    - 
                          
Boothbay Absolute Return Strategies, LP (Ikarian)(6)   19,456    0.18%   19,456    -    - 
                          
Boothbay Diversified Alpha Master Fund, LP (Ikarian)(7)   12,735    0.12%   12,735    -    - 
                          
Rivendell Investments 2017-9 LLC(8)   1,131,563    10.55%   1,131,563    -    - 
                          
Apeiron Investment Group Ltd.(9)   158,493    1.48%   158,493    -    - 
                          
Maven Investment Partners US Limited - NY Branch(10)   139,219    1.30%   139,219    -    - 
                          
Lincoln Park Capital Fund, LLC(11)   137,500    1.28%   137,500    -    - 
                          
Granite Point Capital Panacea Global Healthcare Fund(12)   137,500    1.28%   137,500    -    - 
                          
FiveT Capital AG/FiveT Investment Management(13)   103,125    0.96%   103,125    -    - 
                          
Altium Growth Fund, LP(14)   103,125    0.96%   103,125    -    - 
                          
CVI Investments(15)   103,125    0.96%   103,125    -    - 
                          
Milestone View Limited(16)   51,563    0.48%   51,563    -    - 
                          
AUGC Biofund, LP(17)   44,688    0.42%   44,688    -    - 
                          
Cavalry Fund I LP(18)   22,344    0.21%   22,344    -    - 
                          
Cavalry Special Ops Fund, LLC(19)   22,344    0.21%   22,344    -    - 
                          
3i, LP(20)   44,688    0.42%   44,688    -    - 
                          
Bigger Capital Fund, LP(21)   37,662    0.35%   37,662    -    - 
                          
Boothbay Absolute Return Strategies, LP (Kingsbrook)(22)   22,344    0.21%   22,344    -    - 
                          
District 2 Capital Fund LP(23)   19,402    0.18%   19,402    -    - 
                          
CRMA SPV, L.P.(24)   15,786    0.15%   15,786    -    - 
                          
Boothbay Diversified Alpha Master Fund LP (Kingsbrook)(25)   13,407    0.13%   13,407    -    - 
                          
Kingsbrook Opportunities Master Fund LP(26)   8,938    0.08%   8,938    -    - 
                          
Adi Mor(27)   649,550    6.07%   649,550           
                          
Kobi George(28)   514,495    4.81%   514,495           

 

7

 

 

(1) Consists of 288,170 outstanding ADSs and 28,817 ADSs issuable upon exercise of outstanding warrants. Each of Fabian Hansen and Christian Angermayer may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(2) Consists of 2,578,174 outstanding ADSs and 28,817 ADSs issuable upon exercise of outstanding warrants. OrbiMed Israel GP Ltd. (“OrbiMed Israel”), pursuant to its authority as the general partner of OrbiMed Israel BioFund GP Limited Partnership (“OrbiMed BioFund”), the general partner of OrbiMed Israel Partners Limited Partnership (“OIP”), may be deemed to indirectly beneficially own the ADSs held by OIP. OrbiMed BioFund, pursuant to its authority as the general partner of OIP, may be deemed to indirectly beneficially own the ADSs held by OIP. As a result, OrbiMed Israel and OrbiMed BioFund and OIP share the power to direct the vote and to direct the disposition of the ADSs held by OIP.
   
(3) Consists of 273,819 outstanding ADSs and 27,382 ADSs issuable upon exercise of outstanding warrants. Bihua Chen may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(4) Consists of 230,536 outstanding ADSs and 23,054 ADSs issuable upon exercise of outstanding warrants. Each of Joe M. Plexico and Timothy P. Lynch may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(5) Consists of 201,273 outstanding ADSs and 20,127 ADSs issuable upon exercise of outstanding warrants.  Ikarian Healthcare Master Fund, LP may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(6) Consists of 17,687 outstanding ADSs and 1,769 ADSs issuable upon exercise of outstanding warrants. Boothbay Absolute Return Strategies, LP, the selling shareholder and a Delaware limited partnership (“BBARS”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the managing member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
   
(7) Consists of 11,577 outstanding ADSs and 1,158 ADSs issuable upon exercise of outstanding warrants. Boothbay Diversified Alpha Master Fund LP, the selling shareholder and a Cayman Islands limited partnership (“BBDAMF”), is managed by Boothbay. Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the managing member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
   
(8) Consists of 1,108,509 outstanding ADSs and 23,054 ADSs issuable upon exercise of outstanding warrants. Peter Thiel may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(9) Consists of 144,085 outstanding ADSs and 14,408 ADSs issuable upon exercise of outstanding warrants. Christian Angermayer may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(10) Consists of 126,563 outstanding ADSs and 12,656 ADSs issuable upon exercise of outstanding warrants. Jose R. Castillo may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(11) Consists of 125,000 outstanding ADSs and 12,500 ADSs issuable upon exercise of outstanding warrants. Each of Joshua Scheinfeld and Jonathan Cope, the principals of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of the ADSs held by the selling shareholder. Messer. Scheinfeld and Cope have shared voting and disposition power.
   
(12) Consists of 125,000 outstanding ADSs and 12,500 ADSs issuable upon exercise of outstanding warrants. Warren Lammert may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.

 

(13) Consists of 93,750 outstanding ADSs and 9,375 ADSs issuable upon exercise of outstanding warrants. Johannes Minho Roth may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(14) Consists of 93,750 outstanding ADSs and 9,375 ADSs issuable upon exercise of outstanding warrants. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment power with respect to the ADSs held by the selling shareholder. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these shares.

 

8

 

  

(15) Consists of 93,750 outstanding ADSs and 9,375, ADSs issuable upon exercise of outstanding warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these ADSs. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI.  Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc. is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in this Offering.
   
(16) Consists of 46,875 outstanding ADSs and 4,688 ADSs issuable upon exercise of outstanding warrants. Each of William Green and Dion Kendall may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(17) Consists of 40,625 outstanding ADSs and 4,063 ADSs issuable upon exercise of outstanding warrants. Evan Curtis Markegard may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(18) Consists of 20,313 outstanding ADSs and 2,031 ADSs issuable upon exercise of outstanding warrants. Thomas Walsh may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(19) Consists of 20,313 outstanding ADSs and 2,031 ADSs issuable upon exercise of outstanding warrants. Thomas Walsh may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(20) Consists of 40,625 outstanding ADSs and 4,063 ADSs issuable upon exercise of outstanding warrants. Maier J Tarlow may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(21) Consists of 34,238 outstanding ADSs and 3,424 ADSs issuable upon exercise of outstanding warrants. Michael Bigger may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(22) Consists of 20,313 outstanding ADSs and 2,031 ADSs issuable upon exercise of outstanding warrants. Boothbay Absolute Return Strategies, LP, the selling shareholder and a Delaware limited partnership (“BBARS”), is managed by Boothbay. Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the managing member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
   
(23) Consists of 17,638 outstanding ADSs and 1,764 ADSs issuable upon exercise of outstanding warrants. Michael Bigger may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(24) Consists of 14,351 outstanding ADSs and 1,435 ADSs issuable upon exercise of outstanding warrants. Bihua Chen may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(25) Consists of 12,188 outstanding ADSs and 1,219 ADSs issuable upon exercise of outstanding warrants. Boothbay Diversified Alpha Master Fund LP, the selling shareholder and a Cayman Islands limited partnership (“BBDAMF”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the managing member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of the ADSs, except to the extent of any pecuniary interest therein.
   
(26)

Consists of 8,125 outstanding ADSs and 813 ADSs issuable upon exercise of outstanding warrants. Kingsbrook Partners LP (“Kingsbrook Partners”) is the investment manager of Kingsbrook Opportunities Master Funds LP (“Kingsbrook Opportunities”) and consequently has voting control and investment discretion over securities held by Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (“Opportunities GP”) is the general partner of Kingsbrook Opportunities and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities. KB GP LLC (“GP LLC”) is the general partner of Kingsbrook Partners and may be considered the beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Partners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing members of Opportunities GP and GP LLC and as a result may be considered beneficial owners of any securities deemed beneficially owned by Opportunities GP and GP LLC. Each of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace disclaim beneficial ownership of the ADSs.

   
(27) Consists of 649,550 outstanding ADSs. Each of Adi Mor, the Chief Executive Officer and Director of the Registrant, and Kobi George, Adi Mor’s spouse and a founder of Chemomab Ltd., the wholly-owned subsidiary of the Registrant, may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.
   
(28) Consists of 514,495 outstanding ADSs. Each of Kobi George and Adi Mor, Kobi George’s spouse, may be deemed to share voting and investment power with respect to the ADSs held by the selling shareholder.

 

9

 

 

PLAN OF DISTRIBUTION

 

The selling shareholders, including its pledgees, donees, transferees, distributees, beneficiaries or other successors in interest, may from time to time offer some or all of the ADSs offered under this prospectus. We will not receive any of the proceeds from the sale of the ADSs offered under this prospectus by the selling shareholders; however, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $4,544,699 if all warrants issued to the selling shareholders are exercised. We will bear all fees and expenses incident to our obligation to register the ADSs offered under this prospectus.

 

Each selling shareholder may sell all or a portion of the ADSs beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the ADSs are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The ADSs may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions.

 

The selling shareholders may use any one or more of the following methods when disposing of shares of our ADSs or interests therein:

 

  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
  block trades in which the broker-dealer will attempt to sell ADSs as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
  an over-the-counter distribution;
  an exchange distribution in accordance with the rules of the applicable exchange;
  privately negotiated transactions;
  short sales effected after the effective date of the registration statement of which this prospectus forms a part;
  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
  broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
  a combination of any such methods of sale; or
  any other method permitted pursuant to applicable law.

 

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the ADSs owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the ADSs, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of the selling shareholders to include the pledgee, transferee, or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the ADSs in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

In connection with the sale of ADSs or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of ADSs in the course of hedging the positions it assumes. The selling shareholders may also sell our ADSs short and deliver these securities to close out its short positions, or loan or pledge our ADSs to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of ADSs offered under this prospectus, which ADSs such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

10

 

 

Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. If the selling shareholders effects certain transactions by selling our ADSs to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of ADSs for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with applicable rules of the Financial Industry Regulatory Authority, Inc., or FINRA; and in the case of a principal transaction a markup or markdown in compliance with applicable FINRA rules.

 

The aggregate proceeds to the selling shareholders from the sale of the ADSs offered under this prospectus will be the purchase price of the ADSs less discounts or commissions, if any. Each of the selling shareholders reserve the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of ADSs to be made directly or through agents. We will not receive any of the proceeds from the offering under this prospectus; however, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $4,544,699, if all warrants issued to the selling shareholders are exercised. However, we are required to pay fees and expenses incurred in connection with the registration of the ADSs. In addition, we have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

The selling shareholders also may resell all or a portion of the ADSs offered under this prospectus in open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.

 

The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the ADSs or interests therein may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the ADSs may be underwriting discounts and commissions under the Securities Act. The selling shareholders are subject to the prospectus delivery requirements of the Securities Act.

 

To the extent required pursuant to Rule 424(b) under the Securities Act, the ADSs to be sold, the name of the selling shareholders, the purchase price and public offering price, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

 

In order to comply with the securities laws of some states, if applicable, the ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ADSs may not be sold unless the shares been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

 

The selling shareholders and any other person participating in a sale of ADSs registered under this prospectus will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any ADSs by the selling shareholders and any other participating person. All of the foregoing may affect the marketability of the ADSs and the ability of any person or entity to engage in market-making activities with respect to the ADSs. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the ADSs against certain liabilities, including liabilities arising under the Securities Act.

 

11

 

 

LEGAL MATTERS

 

The validity of the securities offered by this prospectus will be passed upon by Meitar | Law Offices, Ramat Gan, Israel.

 

EXPERTS

 

The financial statements of Chemomab Therapeutics Ltd. (formerly Anchiano Therapeutics Ltd.) as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, member firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

The audit report covering the December 31, 2020 consolidated financial statements contains an explanatory paragraph that states that the Company's recurring losses and cash flow deficits from operations together with other matters described in Note 1 to the consolidated financial statements raise substantial doubt about the entity's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

 

The financial statements of Chemomab Ltd. as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, member firm of KPMG International, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

 

We make available free of charge on or through our website at www.chemomab.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC.

 

12

 

 

We have filed with the SEC a registration statement under the Securities Act, relating to the securities offered under this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above, or for free at www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Certain Information by Reference” are also available on our website, www.chemomab.com.

 

We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering:

 

  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021;
     
  Our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that relate to such items), filed with the SEC on the following dates: March, 10, 2021, March 17, 2021, March 19, 2021, April 5, 2021 and April 14, 2021; and

 

  The description of our share capital, which is contained in our registration statement on S-4, filed with the Securities and Exchange Commission on January 13, 2021, and as may be further updated or amended in any amendment or report filed for such purpose.

 

All filings filed by us pursuant to the Exchange Act of 1934 after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into this prospectus.

 

13

 

 

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

 

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at: Kiryat Atidim, Building 7, Tel Aviv 6158002, Israel, Attention: Adi Mor, Chief Executive Officer, or made by phone at +972-77-331-0156. You may also access the documents incorporated by reference in this prospectus through our website at www.chemomab.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

 

14

 

 

6,951,292 American Depositary Shares Representing 139,025,840 Ordinary Shares

 

Warrants to purchase 261,929 American Depositary Shares Representing 5,238,580 Ordinary Shares

 

 

 

 

PROSPECTUS

 

 

                              , 2021

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The fees and expenses payable by us in connection with this registration statement are estimated as follows:

 

SEC Registration Fee  $29,315 
Accounting Fees and Expenses  $10,000 
Legal Fees and Expenses  $30,000 
Printing Fees and Expenses  $10,000 
Transfer Agent Fees and Expenses  $- 
Miscellaneous Fees and Expenses  $5,000 
Total  $84,315 

 

Item 15. 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:

 

  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
     
  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.

 

An Israeli company may insure a director or officer against the following liabilities incurred for acts performed as a director or officer:

 

  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;
     
  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
     
  financial liabilities imposed on the office holder for the benefit of a third party.

 

An Israeli company may not, however, indemnify or insure an office holder against any of the following:

 

  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;
     
  a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
     
  an act or omission committed with intent to derive unlawful personal benefit; or
     
  a fine, monetary sanction, penalty or forfeit levied against the office holder.

  

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.

 

II-1

 

 

Item 16. Exhibits.

 

Exhibit No.   Description
     
10.1   Form of Securities Purchase Agreement, dated March 15, 2021, by and between Chemomab Therapeutics Ltd. (formerly known as Anchiano Therapeutics Ltd.) and certain purchasers (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on March 17, 2021)
     
10.2   Form of American Depositary Shares Purchase Warrant of Chemomab Therapeutics Ltd. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on March 17, 2021)
     
10.3*   Registration Rights Agreement, dated December 14, 2020
     
5.1*   Opinion of Meitar | Law Offices
     
23.1*   Consent of Somekh Chaikin, member firm of KPMG International, independent registered public accounting firm , for Chemomab Therapeutics Ltd. (formerly Anchiano Therapeutics Ltd.) 
     
23.2*   Consent of Somekh Chaikin, member firm of KPMG International, independent registered public accounting firm, for Chemomab Ltd. 
     
23.3*   Consent of Meitar | Law Offices (included in Exhibit 5.1)
     
24.1*   Power of Attorney (included in the signature page)

  

* Filed herewith.

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

  (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
     
      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
     
      (ii) 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
     
      (iii) 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;

 

provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

  (2) 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) 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.
     
  (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

  (i) If the registrant is relying on Rule 430B:

 

  (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
     
  (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

  (ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

    (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
       
    (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

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  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
     
  (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned 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 Section 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv, Israel, on April 15, 2021.

 

  CHEMOMAB THERAPEUTICS LTD.
     
  By: /s/ Adi Mor
  Name: Adi Mor
  Title: Chief Executive Officer

 

Power of Attorney

 

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Adi Mor and Sigal Fattal, 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   Title   Date
/s/ Adi Mor   Chief Executive Officer and Director   April 15, 2021
Adi Mor   (principal executive officer)    
         
/s/ Sigal Fattal   Chief Financial Officer   April 15, 2021
Sigal Fattal   (principal financial and accounting officer)    
         
/s/ Stephen Squinto   Chairman of the Board of Directors   April 15, 2021
Stephen Squinto        
         
/s/ Nissim Darvish   Director   April 15, 2021
Nissim Darvish        
         
/s/ Joel Maryles   Director   April 15, 2021
Joel Maryles        
         
/s/ Alan Moses   Director   April 15, 2021
Alan Moses        
         
/s/ Claude Nicaise   Director   April 15, 2021
Claude Nicaise        
         
/s/ Neil Cohen   Director   April 15, 2021
Neil Cohen        

 

II-5

 

EXHIBIT 5.1

Exhibit 5.1

 

 

 

April 15, 2021

 

Chemomab Therapeutics Ltd.
Kiryat Atidim, Building 7
Tel Aviv, Israel

 

Re: Chemomab Therapeutics Ltd.

 

Ladies and Gentlemen:

 

We have acted as Israeli counsel for Chemomab Therapeutics Ltd., an Israeli company (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 15, 2021 (the “Registration Statement”). This opinion letter is being furnished to you in connection with your filing of the Registration Statement. The Registration Statement relates to the resale from time to time by certain selling shareholders of the Company of up to 139,025,840 ordinary shares of the Company, no par value (the “Ordinary Shares”), represented by 6,951,292 American Depositary Shares (“ADSs”), and warrants to purchase 5,238,580 Ordinary Shares, represented by 261,929 ADSs (the Ordinary Shares and the warrants to purchase Ordinary Shares are hereinafter defined as the “Securities”).

 

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Registration Statement and to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect (the “Articles”); (iii) resolutions of the board of directors (the “Board”) of the Company and its committees which have heretofore been approved and which relate to the Registration Statement and other actions to be taken in connection with the Registration Statement (the “Resolutions”); and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents.  As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

 

Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that the Securities have been duly authorized by the Company and are validly issued, fully paid and nonassessable.

 

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction.  This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

 

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

 

  Very truly yours,
   
  /s/ Meitar | Law Offices
  Meitar | Law Offices

 

 

 

EXHIBIT 10.3

 

Exhibit 10.3

 

ANCHIANO THERAPEUTICS LTD./ CHEMOMAB LTD.

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of this 14 day of December 2020, with effectiveness as of the Effective Date (as defined below), by and among (i) Anchiano Therapeutics Ltd., an Israeli company, which will change its name to Chemomab Therapeutics Ltd. upon the Effective Date (the “Company”), (ii) each person or entity listed on Schedule A hereto (the “Shareholders”) who will hold, as of the Effective Date, the Company’s ordinary shares, no par value each (“Ordinary Shares“), in the form of American Depositary Shares (each, an “ADS”), which represent Ordinary Shares at a ratio of one (1) ADS per five (5) Ordinary Shares, and (iii) Adi Mor and Kobi George (the “Founders”).

 

RECITALS

 

WHEREAS, concurrently herewith, the Company and CMB Acquisition Ltd., an Israeli limited company and wholly owned subsidiary of the Company (“Merger Sub”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”), dated of even date herewith, with Chemomab Ltd., an Israeli limited company (the “Target Company”) whereunder Merger Sub will merge with and into the Target Company (the “Merger”) in accordance with the Merger Agreement and in accordance with the provisions of Sections 314-327 of the Israeli Companies Law, 5759-1999 (the “Companies Law”), and, on the effective date thereof (the “Effective Date”), Merger Sub will cease to exist and the Target Company will become a wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement;

 

WHEREAS, pursuant to the Merger Agreement, on the Effective Date, each share of Target Company issued and outstanding immediately prior to the Effective Date (excluding shares to be canceled pursuant to Section ‎1.5(a)(i) of the Merger Agreement), including shares held by the Shareholders, shall be automatically converted solely into the right to receive a number of Company ADSs equal to the exchange ratio under the Merger Agreement;

 

WHEREAS, the offer and issuance of the Ordinary Shares (in the form of ADSs) to the Shareholders pursuant to the Merger Agreement has not been, and will not be, registered under the Securities Act (as defined below), and the Shareholders’ Ordinary Shares (in the form of ADSs) will therefore be “restricted securities” as defined by SEC Rule 144 (as defined below), and the parties to the Merger Agreement have agreed to provide the Shareholders with certain registration rights pursuant to this Agreement to enable them to sell their Ordinary Shares (in the form of ADSs) publicly once the lock-up period following the Merger under the Lock-Up Agreement (as defined below) expires, in a transaction registered under ** the Securities Act and the rules and regulations promulgated thereunder;

 

WHEREAS, as part of the entry into, and effectiveness of, this Agreement, the shareholders of the Target Company party hereto, who together constitute the requisite “Majority Investors” under that certain Amended and Restated Investor Rights’ Agreement, dated as of September 23, 2019, by and among the Target Company, certain holders of the Target Company’s Series C Preferred Shares, an additional investor in the Target Company and a founder of the Target Company (the “Existing Registration Rights Agreement”), are terminating their registration rights under the Existing Registration Rights Agreement, as provided in Section 7.14 hereof (other than the rights under Section 2.11 of the Existing Registration Rights Agreement, which are incorporated into this Agreement in Section 5 hereof); and

 

WHEREAS, the Founders are being granted certain registration rights under this Agreement in order to enable the sale of the Ordinary Shares held by them from time to time in one or more transactions registered under the Securities Act.

 

 

 

 

NOW, THEREFORE, contingent upon and as of the consummation of the Merger, the parties agree as follows:

 

1.Definitions. For purposes of this Agreement:

 

1.1.        ADS” has the meaning set forth in the preamble.

 

1.2.        Agreement” shall have the meaning set forth in the preamble.

 

1.3.        Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director, or manager of such Person and any venture capital fund now or hereafter existing that is controlled by one or more general partners of, or shares the same management company with, such Person.

 

 

1.4.        Company” shall have the meaning set forth in the preamble.

 

1.5.        Damages” means any loss, damage, fees (including attorneys’ fees), costs or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other applicable law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any prospectus supplement thereto, and including any documents or other information incorporated by reference in any such registration statement; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

 

1.6.        Demand Notice” shall have the meaning set forth in Section 2.1.1

 

 

1.7.        Effective Date” shall have the meaning set forth in the Recitals.

 

 

1.8.        Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

1.9.        Form S-1” means such form (or any comparable successor form or similar form available for foreign private issuers, such as Form F-1, if available) under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

 

1.10.     Form S-3” means such form (or any comparable successor form or similar form available to foreign private issuers, such as Form F-3, if available) under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits both historical and forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

 

1.11.     Founders” shall have the meaning set forth in the preamble.

 

1.12.     Holder” means any holder of Registrable Securities who is a party to this Agreement.

 

1.13.     Initiating Holders” shall have the meaning set forth in Section 2.1.1.

 

1.14.     Included Registrable Securities” shall have the meaning set forth in Section 2.2.1.

 

1.15.     Lock-Up Agreement” means the lock-up agreement entered into by each Shareholder with the Company pursuant to the Merger Agreement.

 

1.16.     Merger” shall have the meaning set forth in the Recitals.

 

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1.17. “Merger Agreement” shall have the meaning set forth in the Recitals.

 

1.18.     Ordinary Shares” shall have the meaning set forth in the preamble.

 

1.19.     Permitted Transferee” means: (i) in the case of an individual Shareholder - a spouse, parents, child, brother, sister or trustee of the shareholder (or his/her spouse) and any corporation, limited liability company, limited partnership, or other entity or trust which is controlled by him/her; (ii) in the case of any incorporated or limited liability company Shareholder - an entity that controls, is controlled by, or is under common control with such incorporated shareholders; and (iii) in case of any Shareholder which is a limited or general partnership - its partners, affiliated partnerships managed by the same management company or managing (general) partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing (general) partner.

 

1.20.     Person” means any individual, corporation, partnership, association, limited liability company, trust or any other entity.

 

1.21.     Piggy-Back Underwritten Offering” shall have the meaning set forth in Section 2.2.1.

 

1.22.     Registrable Securities” means the Shares held by any Shareholder or by the Founders, which status as Registrable Securities shall terminate once such Shares (i) are sold by a Holder to the public either pursuant to a registration statement or SEC Rule 144; (ii) are sold by a Holder in a transaction in which the rights under Section 2 hereof are not assigned; or (iii) (except for the Founders’ Shares) can be sold without limitation under SEC Rule 144 or another similar exemption under the Securities Act, during a ninety (90) day period without registration.

 

1.23.     SEC” means the U.S. Securities and Exchange Commission.

 

1.24.     SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

 

1.25.     SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

 

1.26.     Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

1.27.     Selling Expenses” shall have the meaning set forth in Section 3.3.

 

1.28.     Selling Holder Counsel” shall have the meaning set forth in Section 3.3.

 

1.29.     Shares” means and includes Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding from time to time, now owned or subsequently acquired by a Shareholder, however acquired, whether through share splits, share dividends, reclassifications, recapitalizations, similar events or otherwise.

 

1.30.     Shareholders” shall have the meaning set forth in the preamble.

 

1.31.     Shelf Registration Statement” shall have the meaning set forth in Section 2.1.1.

 

1.32.     Undesignated Registrable Securities” shall have the meaning set forth in Section 2.2.2.

 

1.33.     WKSI” shall have the meaning set forth in the Section 2.2.1.

 

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2.Registration Rights. The Company covenants and agrees as follows:

 

2.1.        Demand Registration

 

2.1.1.            If at any time after the Effective Date, but subject to the restriction on the sale of Ordinary Shares (including in the form of ADSs) by the Shareholders during the 180 day period following the Effective Date under the Lock-Up Agreement entered into by each Shareholder (unless the restrictions thereunder are waived by the Company, subject to such a waiver being applied equally to all Shareholders), the Company receives a request from Holders of at least 30% of the Registrable Securities then outstanding, or from either of the Founders, that the Company file a registration statement, or a prospectus supplement to an effective registration statement with respect to an offering to be made on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration Statement”), with respect to the resale of outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses (as defined below), of at least $5 million, or in the case of a request from one or both of the Founders, with an anticipated offering price, after including additional Registrable Securities requested to be included in such registration by any other Holders, as described below, net of Selling Expenses, of at least $1 million (in either such case, the Holder(s) (including, if applicable, the Founders) making the request are referred to as the “Initiating Holder(s)”), then the Company shall: (i) within ten (10) business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holder(s); and (ii) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holder(s), file a Form S-1 (or any comparable successor form or similar form available for foreign issuers, such as Form F-1, if available), or, if the Company is then eligible, a Form S-3 (or any comparable successor form or similar form available to foreign issuers, such as Form F-3, if available) registration statement, or a prospectus supplement to an already effective Shelf Registration Statement on Form S-3 or Form F-3, covering all Registrable Securities that the Initiating Holder(s) requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1.2 and Section 2.3; provided, however, that the Company shall not file any registration statement or prospectus supplement pursuant to this Section 2.1.1 prior to the expiration of 90 days following the Effective Date.

 

2.1.2.            Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer (or, in the case of a registration demand that includes Registrable Securities held by the Founders, signed by the chairman of the Company’s board of directors) stating that in the good faith judgment of the Company’s board of directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the applicable securities laws, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or (to the extent applicable) effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further, that the Company shall not register any securities for its own account (except pursuant to Section 2.2) or of any other shareholder during such ninety (90)-day period, other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Ordinary Shares (including Ordinary Shares represented by ADSs) being registered are Ordinary Shares (including Ordinary Shares represented by ADSs) issuable upon conversion of debt securities that are also being registered.

 

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2.1.3.            The Company shall not be obligated to effect but shall take action to facilitate effecting (including sending a Demand Notice to all Holders other than the Initiating Holder(s)), any registration pursuant to Section 2.1.1: (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration; provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such Company-initiated registration statement to become effective; (ii) after the Company has effected three (3) registrations pursuant to Section 2.1.1; or (iii) if the Company has effected two registrations pursuant to Section 2.1.1 within the twelve (12) month period immediately preceding the date of such request or has effected a registration pursuant to Section 2.1.1 within the ninety (90) day period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1.3 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration (unless they elect to pay the registration expenses therefor) and therefore forfeit their right to one demand registration statement pursuant to Section 2.1.1, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1.3; provided, that, a registration shall not be counted as “effected” if the Initiating Holders withdraw their request following the Company’s exercise of its delay rights contained in Section 2.1.2.

 

2.1.4.            Notwithstanding the registration obligations set forth in this Section 2.1, if the SEC informs the Company that the full number of Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement on Form S-3 or Form F-3, then the Company agrees to promptly inform each of the Holders who requested inclusion of their Registrable Securities in the subject registration statement and use its commercially reasonable efforts to file amendments to the subject registration statement as required by the SEC, to cover the maximum number of Registrable Securities permitted to be included by the SEC; providedhowever, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with relevant SEC guidance, including without limitation, SEC Compliance and Disclosure Interpretation 612.09.  Notwithstanding any other provision of this Agreement, if the SEC or any guidance of the staff of the SEC sets forth a limitation on the number of Registrable Securities permitted to be registered on the subject registration statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on the subject registration statement shall be allocated as follows (the number of Registrable Securities not registered, the “Cutback Shares”): (i) first, only to the extent that the subject registration statement is filed prior to the expiration of 24 months following the Effective Date, to the Founders (to the extent the Founders have requested to include Registrable Securities in the subject demand offering), and (ii) second, among all other such Holders of Registrable Securities, including the Initiating Holders (and including, if the subject registration statement is filed following the expiration of 24 months after the Effective Date, the Founders) in proportion (as nearly as practicable) to the number of Registrable Securities owned by each such Holder, or in such other proportion as shall mutually be agreed to by all such Holders.  In the event of a cutback hereunder, the Company shall give each Holder who requested inclusion of its Registrable Securities at least seven (7) days prior written notice along with the calculations as to such Holder’s allotment.  In the event the Company amends the subject registration statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or guidance of the staff thereof provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1, Form F-1, Form S-3 or Form F-3 (subject to the Company’s eligibility) to register for resale those Registrable Securities that were not registered for resale on the initial/subject registration statement, as amended (any such other registration statements, an “Additional Registration Statement”)..

 

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2.2.        Company Registration.

 

2.2.1.            If at any time following the Effective Date the Company, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective Shelf Registration Statement, or (ii) a registration statement, other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares (including Ordinary Shares represented by ADSs) for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”) then as soon as practicable but not less than ten (10) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (c) such Shelf Registration Statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration by giving written notice to the Company of its request to withdraw, and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggy-Back Underwritten Offering as to which such withdrawal was made. The notice required to be provided to Holders shall be provided on a business day. Each such Holder shall then have seven (7) days after receiving such notice to request in writing to the Company inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) business days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company shall use commercially reasonable efforts to effect the registration in any registration statement of any of the Holders’ Registrable Securities requested to be included on the terms set forth in this Agreement. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggy-Back Underwritten Offering. For the avoidance of doubt, registration by the Company of options or shares of employees or consultants, and registration of securities in an SEC Rule 145 transaction, shall not be deemed to constitute a Piggy-Back Underwritten Offering.

 

2.2.2.            Unless the Company qualifies as a WKSI, (i) the Company shall give each Holder ten (10) days’ notice prior to filing a Shelf Registration Statement and, upon the written request of any Holder, received by the Company within seven (7) days of such notice to the Holder, the Company shall include in such Shelf Registration Statement a number of Ordinary Shares (including Ordinary Shares represented by ADSs) equal to the aggregate number of Registrable Securities requested to be included without naming any requesting Holder as a selling shareholder and including only a generic description of the holder of such securities (the “Undesignated Registrable Securities”), (ii) the Company shall not be required to give notice to any Holder in connection with a filing pursuant to Section 2.2.1 unless such Holder provided such notice to the Company pursuant to this Section 2.2.2 and included Undesignated Registrable Securities in the Shelf Registration Statement related to such filing, and (iii) at the written request of a Holder given to the Company more than seven (7) days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggy-Back Underwritten Offering (or such shorter period to which the Company in its sole discretion consents), the Company shall use commercially reasonable efforts to effect the registration of any of the Holders’ Undesignated Registrable Securities so requested to be included and shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Securities as any Holder may request, provided that (a) the Company is actively employing commercially reasonable efforts to effect such Piggy-Back Underwritten Offering; and (b) the Company shall not be required to effect a post-effective amendment more than two (2) times in any twelve (12)-month period.

 

2.2.3.            The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 3.3.

 

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2.3.        Underwriting Requirements

 

2.3.1.            If, pursuant to Section 2.1, the Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders holding a majority of the Registrable Securities held by the applicable Initiating Holders, subject to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3.1.6) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated, (i) first, only to the extent that the registration statement related to the underwriting was filed prior to the expiration of 24 months following the Effective Date, to the Founders (to the extent the Founders have requested to include Registrable Securities in the subject demand offering), and (ii) second, among all other such Holders of Registrable Securities, including the Initiating Holders (and including, if the subject registration statement is filed following the expiration of 24 months after the Effective Date, the Founders), in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Founders and other Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

 

2.3.2.            In connection with any offering involving an underwriting of shares of the Company’s share capital pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ (including the Founders’) Registrable Securities in such underwriting unless the relevant Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of Registrable Securities requested by Holders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Registrable Securities which the underwriters in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated (a) first, only to the extent that the registration statement related to the offering was filed prior to the expiration of 24 months following the Effective Date, to the Founders, and (b) second, among the selling Holders (including, if the subject registration statement is filed following the expiration of 24 months after the Effective Date, the Founders), in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering.

 

2.3.3.            For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3.1, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. In addition, in the event of a cutback described in Section 2.1.4, a registration shall not be counted as “effected” for purposes of Section 2.1 until all Cutback Shares are registered under an Additional Registration Statement related to the subject registration demand.

 

2.4.        Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of Section 2 and Section 3.3 hereof.

 

2.5.        Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any comparable successor form or similar form available to foreign issuers, such as Form F-3, if available), the Company shall, provided that the Company’s securities are registered under the Exchange Act:

 

2.5.1.            make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the Effective Date;

 

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2.5.2.            use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

 

2.5.3.            furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of (at any time following the lock-up period under the Lock-Up Agreement) the Securities Act, and the Exchange Act (assuming that the Company is then still subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (or any comparable successor form or similar form available to foreign issuers, such as Form F-3, if available) (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (or any comparable successor form or similar form available to foreign issuers, such as Form F-3, if available) (at any time after the Company so qualifies to use such form); provided, that, no such information need be provided if such information is publicly available on EDGAR.

 

2.6.        Restriction on Transfer

 

2.6.1.            The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except (i) upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act, or (ii) in accordance with any exemption from registration under the Securities Act, including SEC Rule 144. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

 

2.6.2.            Each certificate or instrument representing the Registrable Securities, and any other securities issued in respect of the Registrable Securities, upon any share split, share dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.6.3) be stamped or otherwise imprinted with a legend substantially in the following form:

 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

 

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions on transfer set forth in this Section 2.6.

 

2.6.3.            The holder of each certificate representing Registrable Securities , by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Registrable Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall provide to the Company and/or its transfer agent any of (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company and/or its transfer agent, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Shares shall be entitled to sell, pledge, or transfer such Registrable Securities . Each certificate or instrument evidencing the Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.6.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

 

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2.7.        Indemnification. If any Registrable Securities are included in a registration statement under Section 2 hereof:

 

2.7.1.            To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and shareholders of each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

 

2.7.2.            To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result from such written information, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7.2 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder; and provided further that in no event shall any indemnity under this Section 2.7.2 exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

 

2.7.3.            Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel retained by the indemnifying party who shall be reasonably satisfactory to the indemnified party; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7.

 

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2.7.4.            To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.7, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.7.4, when combined with the amounts paid or payable by such Holder pursuant to Section 2.7.2, exceed the proceeds from the offering received by such Holder (net of any Selling Expenses) paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

 

2.7.5.            The obligations of the Company and Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration under Section 2 hereof, and otherwise shall survive the termination of this Agreement.

 

3.Covenants of the Company

 

3.1.        The Company agrees to use commercially reasonable efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, whenever required under this Agreement to effect a registration (including an Additional Registration Statement filed pursuant to Section 2.1.4), the use of the Company’s commercially reasonable efforts to, as expeditiously as reasonably possible and subject to the requirements under the applicable securities laws:

 

3.1.1.            prepare and file a registration statement with respect to the Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Initiating Holders, keep such registration statement effective for a period of up to one hundred eighty (180) days, or in the case of registration on a Shelf Registration Statement on Form S-3 or Form F-3, for a minimum of two (2) years, or, in either case, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred eighty (180) day or two (2) year period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter, from selling any Registrable Securities included in such registration;

 

3.1.2.            prepare and file such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the applicable securities laws in order to enable the disposition of all Registrable Securities covered by such registration statement;

 

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3.1.3.            furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the applicable securities laws, and such documents as the selling Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

 

3.1.4.            use its commercially reasonable efforts to register and qualify the Registrable Securities covered by such registration statement under such other securities laws of such jurisdictions as shall be reasonably requested by the selling Holders;

 

3.1.5.            Notwithstanding Section 3.1.4 hereof and anything to the contrary in this Agreement, the Company shall register shares under this Agreement in a certain jurisdiction only provided the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by applicable securities laws;

 

3.1.6.            in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

 

3.1.7.            use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system on which the Company’s securities are then listed;

 

3.1.8.            provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and, provided that the Company’s securities are listed on a national securities exchange or trading system in the United States, provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

 

3.1.9.            promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, reasonably required for such purposes and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as reasonably necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

 

3.1.10.        notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed;

 

3.1.11.        after such registration statement becomes effective, notify each selling Holder of any request by the applicable securities exchange commission that the Company amend or supplement such registration statement or prospectus;

 

3.1.12.        notify each selling Holder of the happening of any event that would cause the prospectus included in an applicable registration statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such Holder, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

 

3.1.13.        comply with all applicable rules and regulations of the SEC and make available to its shareholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company's first full fiscal quarter after the effective date of each registration statement filed pursuant to this Agreement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K and 10-Q under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;

 

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3.1.14.        notify the Holders of Registrable Securities promptly of any request by the SEC for the amending or supplementing of any registration statement or prospectus with respect to any Registrable Securities held by such Holders and included in such registration statement or prospectus; and

 

3.1.15.        advise the Holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement filed pursuant to this Agreement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.

 

3.2.        Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3 hereof with respect to the Registrable Securities of any selling Holder, that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it as is reasonably required to effect the registration of such Holder’s Registrable Securities.

 

3.3.       Expenses of Registration. All reasonable expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2 hereof, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to Section 2 hereof shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in this Section 3.3.

 

4.              Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included therein, or (ii) to demand registration of any securities held by such holder or prospective holder.

 

5.              Right to Conduct Activities.

 

5.1.    Centillion. The Company hereby acknowledges that Centillion Fund (“Centillion”) (and its Affiliates and their respective affiliated advisors and funds) are professional investment managers and/or funds and/or operating companies, and as such, may invest in numerous portfolio companies or operate businesses, some of which may be deemed competitive with the Company’s business (as conducted or proposed to be conducted). Neither Centillion nor its respective Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) any lawful business operations or the investment by Centillion or any affiliated funds in any entity competitive to the Company, or (ii) lawful actions taken by any advisor, partner, officer or other representative of Centillion or any affiliated fund or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, in each case provided that such business operations and or actions do not involve use of proprietary information obtained directly as a result of being a shareholder (or having a board member or observer) in the Company.

 

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5.2.    OrbiMed. The Company hereby acknowledges that OrbiMed Israel Partners, Limited Partnership Ltd. (“OrbiMed”) (and its Affiliates and their respective affiliated advisors and funds) are professional investment managers and/or funds and/or operating companies, and as such, may invest in numerous portfolio companies or operate businesses, some of which may be deemed competitive with the Company’s business (as conducted or proposed to be conducted). Neither OrbiMed nor its respective Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) any lawful business operations or the investment by OrbiMed or any affiliated funds in any entity competitive to the Company, or (ii) lawful actions taken by any advisor, partner, officer or other representative of OrbiMed or any affiliated fund or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, in each case provided that such business operations and or actions do not involve use of proprietary information obtained directly as a result of being a shareholder (or having a board member or observer) in the Company.

 

5.3.    Rivendell. The Company hereby acknowledges that Rivendell Investments 2017-9 LLC (“Rivendell”) (and its Affiliates and their respective affiliated advisors and funds) are professional investment managers and/or funds and/or operating companies, and as such, may invest in numerous portfolio companies or operate businesses, some of which may be deemed competitive with the Company’s business (as conducted or proposed to be conducted). Neither Rivendell nor its respective Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) any lawful business operations or the investment by Rivendell or any affiliated funds in any entity competitive to the Company, or (ii) lawful actions taken by any advisor, partner, officer or other representative of Rivendell or any affiliated fund or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, in each case provided that such business operations and or actions do not involve use of proprietary information obtained directly as a result of being a shareholder (or having a board member or observer) in the Company.

 

5.4.    SBI. The Company hereby acknowledges that SBI JI Innovation Fund Limited Partnership (“SBI”), (and its Affiliates and their respective affiliated advisors and funds) are professional investment managers and/or funds and/or operating companies, and as such, may invest in numerous portfolio companies or operate businesses, some of which may be deemed competitive with the Company’s business (as conducted or proposed to be conducted). Neither SBI nor its respective Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) any lawful business operations or the investment by SBI or any affiliated funds in any entity competitive to the Company, or (ii) lawful actions taken by any advisor, partner, officer or other representative of SBI or any affiliated fund or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, in each case provided that such business operations and or actions do not involve use of proprietary information obtained directly as a result of being a shareholder (or having a board member or observer) in the Company.

 

5.5.    Milestone. The Company hereby acknowledges that Milestone View Limited (“Milestone”) (and its Affiliates and their respective affiliated advisors and funds) are professional investment managers and/or funds and/or operating companies, and as such, may invest in numerous portfolio companies or operate businesses, some of which may be deemed competitive with the Company’s business (as conducted or proposed to be conducted). Neither Milestone nor its respective Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) any lawful business operations or the investment by Milestone or any affiliated funds in any entity competitive to the Company, or (ii) lawful actions taken by any advisor, partner, officer or other representative of Milestone or any affiliated fund or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, in each case provided that such business operations and or actions do not involve use of proprietary information obtained directly as a result of being a shareholder (or having a board member or observer) in the Company.

 

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5.6.    Finteca. The Company hereby acknowledges that Finteca Holdings Limited (“Finteca”) (and its Affiliates and their respective affiliated advisors and funds) are professional investment managers and/or funds and/or operating companies, and as such, may invest in numerous portfolio companies or operate businesses, some of which may be deemed competitive with the Company’s business (as conducted or proposed to be conducted). Neither Finteca nor its respective Affiliates (including affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) any lawful business operations or the investment by Finteca or any affiliated funds in any entity competitive to the Company, or (ii) lawful actions taken by any advisor, partner, officer or other representative of Finteca or any affiliated fund or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, in each case provided that such business operations and or actions do not involve use of proprietary information obtained directly as a result of being a shareholder (or having a board member or observer) in the Company.

 

6.              Term. This Agreement shall be effective as of the date hereof and shall continue in effect until the earliest to occur of (a) five (5) years following the Effective Date, provided that the provisions of Section 7 hereof will continue after such time to the extent necessary to enforce the provisions of this Agreement and (b) termination of this Agreement in accordance with Section 7.6 (‘Consent Required to Amend, Terminate or Waive’) below.

 

7.              Miscellaneous.

 

7.1.        Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is a Permitted Transferee of the Holder; or (ii) after such transfer, holds at least ten percent (10%) of the Registrable Securities (as adjusted for any share split, share dividend, bonus share issuance, recapitalization or similar transaction); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee that is a permitted Transferee shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

 

7.2.        Governing Law; Jurisdiction. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Israel, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Israel. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the competent courts of Tel Aviv-Jaffa, Israel.

 

7.3.        Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

7.4.        Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

7.5.        Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as kept on record with the Company, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 7.5.

 

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7.6.        Consent Required to Amend, Terminate or Waive. This Agreement may be amended or modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, and (ii) Shareholders holding a majority of the Shares then held by Shareholders; provided, that if such amendment or waiver would adversely and disproportionately modify the rights or obligations of any Shareholder holding Registrable Securities vis-à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of any such affected Shareholder. Notwithstanding the foregoing: (i) Schedule A hereto may be amended by the Company from time to time to add information regarding additional Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; (ii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. A copy of any amendment shall be delivered to each Shareholder within five business days of the effectiveness of such amendment.

 

The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.6 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.

 

7.7.        Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 

7.8.        Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

 

7.9.        Entire Agreement. This Agreement (including any Schedules and Exhibits hereto), constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled, including without limitation the Prior Agreement, which is hereby terminated and of no further force and effect.

 

7.10.     Share Splits, Share Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Shareholders (including, without limitation, in connection with any share split, share dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement.

 

7.11.     Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law and Articles of Association of the Company then in effect.

 

7.12.     Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

 

7.13.     Aggregation of Shares. All shares of Registrable Securities held or acquired by Shareholders who are Permitted Transferees shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Shareholders who are Permitted Transferees may apportion such rights as among themselves in any manner they deem appropriate.

 

7.14.     Termination of Existing Registration Rights Agreement. By executing and delivering this Agreement, those Shareholders party hereto, who collectively constitute the requisite “Majority Investors” under the Existing Registration Rights Agreement, together with (i) the Target Company and (ii) the founder of the Target Company who is party to the Existing Registration Rights Agreement, hereby terminate the Existing Registration Rights Agreement, pursuant to Section 3.7 thereof, effective as of the Effective Date of this Agreement. Each of the Target Company and the foregoing founder of the Target Company is executing and delivering this Agreement for the sole purpose of acknowledging, and agreeing to, the provisions of this Section 7.14.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Registration Rights Agreement effective as of the Effective Date appearing above.

 

Anchiano Therapeutics Ltd.      
   
By: /s/ Neil Cohen  
Name:   Neil Cohen  
Title: Chief Executive Officer  
   
By: /s/ Andrew Fine  
Name: Andrew Fine  
Title: Chief Financial Officer  

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Registration Rights Agreement effective as of the Effective Date appearing above.

 

 

Finteca Holdings Limited     Centillion Fund Inc.  
     
By: /s/ Sean Ellis   By: /s/ Sean Ellis
Name: Sean Ellis   Name: Sean Ellis
Title:         Title:  
     
Rivendell Investments 2017-9 LLC       OrbiMed Partners Limited Partnership    
     
By: /s/ Jory Shoell   By: /s/ Nissim Darvish /s/ Erez Chimovits
Name: Jory Shoell   Name: Nissim Darvish Erez Chimovits
Title: Authorized Signatory         Title: Senior Managing Director Director  
     
Apeiron SICAV Ltd. – Presight Capital Fund ONE         SBI JI Innovation Fund LP    
     
By: /s/ Heinz Daxl /s/ Jefim Gewiet   By: /s/ Ryo Nakashima
Name:   Heinz Daxl Jefim Gewiet   Name:   Ryo Nakashima
Title: Director Director   Title: Director of GP

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Registration Rights Agreement effective as of the Effective Date appearing above.

 

FOUNDERS  
   
/s/ Adi Mor  
Adi Mor  
   
/s/ Kobi George  
Kobi George  

 

 

 

 

ACKNOWLEDGED AND AGREED, solely with respect to the final “WHEREAS” clause and Section 7.14 of this Registration Rights Agreement, effective as of the Effective Date appearing above.

 

CHEMOMAB LTD.  
   
By: /s/ Adi Mor  
Name:    Adi Mor  
Title: CEO  

 

 

 

EXHIBIT 23.1

 

Exhibit 23.1 

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors
Chemomab Therapeutics Ltd. (formerly Anchiano Therapeutics Ltd.):

 

We consent to the use of our report dated March 7, 2021, with respect to the consolidated balance sheets of Anchiano Therapeutics Ltd. as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes, included herein by reference and to the reference to our firm under the heading 'Experts' in the prospectus.

 

Our report dated March 7, 2021 contains an explanatory paragraph that states that the Company has suffered recurring losses and cash flow deficits from operations that together with other matters described in Note 1 to the consolidated financial statements raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

 

/s/ Somekh chaikin      
Somekh Chaikin  
Certified Public Accountants (lsr.)  
Member Firm of KPMG International  

 

Tel Aviv, Israel

 

April 15, 2021

 

 

 

EXHIBIT 23.2

 

Exhibit 23.2 

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors
Chemomab Ltd.:

 

We consent to the use of our report dated March 16, 2021, with respect to the balance sheets of Chemomab Ltd. as of December 31, 2020 and 2019, the related statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes, included herein and to the reference to our firm under the heading 'Experts' in the prospectus.

 

/s/ Somekh chaikin      
Somekh Chaikin  
Certified Public Accountants (lsr.)  
Member Firm of KPMG International  

 

Tel Aviv, Israel

 

April 15, 2021

 

 

 

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