0000947871-25-000624.txt : 20250623 0000947871-25-000624.hdr.sgml : 20250623 20250623170615 ACCESSION NUMBER: 0000947871-25-000624 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250623 DATE AS OF CHANGE: 20250623 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chemomab Therapeutics Ltd. CENTRAL INDEX KEY: 0001534248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 813676773 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86953 FILM NUMBER: 251065774 BUSINESS ADDRESS: STREET 1: KIRYAT ATIDIM, BUILDING 7 CITY: TEL AVIV STATE: L3 ZIP: 6158002 BUSINESS PHONE: 972-77-331-0156 MAIL ADDRESS: STREET 1: KIRYAT ATIDIM, BUILDING 7 CITY: TEL AVIV STATE: L3 ZIP: 6158002 FORMER COMPANY: FORMER CONFORMED NAME: Anchiano Therapeutics Ltd. DATE OF NAME CHANGE: 20180906 FORMER COMPANY: FORMER CONFORMED NAME: BioCancell Ltd. DATE OF NAME CHANGE: 20111104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OrbiMed Israel BioFund GP Limited Partnership CENTRAL INDEX KEY: 0001569821 ORGANIZATION NAME: EIN: 980697985 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM STREET, 11TH FLOOR CITY: HERZLIYA STATE: L3 ZIP: 46766 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 1022-4629 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000947871-21-000393 0001569821 XXXXXXXX LIVE 5 Ordinary Shares, no par value. American Depository Shares, each of which represents twenty Ordinary Shares, no par value 06/18/2025 false 0001534248 16385C104 Chemomab Therapeutics Ltd.
Kiryat Atidim, Building 7 Tel Aviv L3 6158002
OrbiMed Israel BioFund GP LP 972 73 2822600 5 Hahoshlim St. Building B, 1st Floor Herzliya Pituach L3 4614001 OrbiMed Israel GP Ltd. 972 73 2822600 5 Hahoshlim St. Building B, 1st Floor Herzliya Pituach L3 4614001 Erez Chimovits 972 73 2822600 5 Hahoshlim St. Building B, 1st Floor Herzliya Pituach L3 4614001 Carl L. Gordon 972 73 2822600 5 Hahoshlim St. Building B, 1st Floor Herzliya Pituach L3 4614001 0001569821 N ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP AF N L3 0.00 969807.00 0.00 969807.00 969807.00 N 4.8 PN 0001569590 N ORBIMED ISRAEL GP LTD. AF N L3 0.00 969807.00 0.00 969807.00 969807.00 N 4.8 CO 0001706399 N CHIMOVITS EREZ AF N L3 0.00 969807.00 0.00 969807.00 969807.00 N 4.8 IN 0001282930 N GORDON CARL L AF N X1 0.00 969807.00 0.00 969807.00 969807.00 N 4.8 IN Ordinary Shares, no par value. American Depository Shares, each of which represents twenty Ordinary Shares, no par value Chemomab Therapeutics Ltd. Kiryat Atidim, Building 7 Tel Aviv L3 6158002 This Amendment No. 5 ("Amendment No. 5") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel GP Ltd. ("OrbiMed Israel"), OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund"), Carl L. Gordon ("Gordon"), and Erez Chimovits ("Chimovits") (collectively, the "Reporting Persons") originally filed with the Securities and Exchange Commission (the "SEC") on March 26, 2021, as amended by Amendment No. 1 filed with the SEC on January 5, 2023, Amendment No. 2 filed with the SEC on November 15, 2023, Amendment No. 3 filed with the SEC on March 11, 2024, and Amendment No. 4 filed with the SEC on September 16, 2024. This Amendment No. 5 is being filed to report that following the transactions described in Item 5(c) below, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares and, as a result, this Amendment No. 5 is an exit filing for the Reporting Persons. OrbiMed Israel, a corporation organized under the laws of Israel. OrbiMed BioFund, a limited partnership organized under the laws of Israel. Carl L. Gordon, a United States citizen. Erez Chimovits, an Israeli citizen. 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686. OrbiMed Israel is the general partner of certain entities more particularly described in Item 6 below. OrbiMed BioFund is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a Director of OrbiMed Israel. Erez Chimovits is a Director of OrbiMed Israel. Not applicable. Not applicable. Item 2(a) is incorporated herein by reference. Not applicable. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above. The following disclosure is based upon 20,002,293 ADSs outstanding, which amount includes 19,163,759 ADSs as set forth in the Issuer's Current Report on Form 6-K filed with the SEC on May 27, 2025 and gives effect to the additional 838,534 ADSs that would be outstanding following the exercise of presently exercisable Pre-Funded Warrants and warrants to purchase ADSs held by the Reporting Persons ("Warrants"). As of the date of this filing, OIP, a limited partnership organized under the laws of Israel, holds 131,273 ADSs, 28,817 Warrants, and 809,717 Pre-Funded Warrants, constituting approximately 4.8% of the issued and outstanding ADSs, which represents the same percentage of the outstanding Ordinary Shares. OrbiMed BioFund is the general partner of OIP, pursuant to the terms of the limited partnership agreement of OIP, and OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. As a result, OrbiMed BioFund and OrbiMed Israel share the power to direct the vote and disposition of the Shares held by OIP and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP. OrbiMed Israel exercises this investment power through an investment committee comprised of Gordon and Chimovits, each of whom disclaims beneficial ownership of the Shares held by OIP. Item 5(a) is incorporated by reference herein. On June 18, 2025, OIP sold 1,610,000 ADSs at a price of $1.10 per ADS. Not applicable. As of June 18, 2025, the Reporting Persons are believed to have ceased to be the beneficial owners of more than five percent of the outstanding Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP. OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. Pursuant to these agreements and relationships, OrbiMed Israel and OrbiMed BioFund have discretionary investment management authority with respect to the assets of OIP. Such authority includes the power of OrbiMed BioFund to vote and otherwise dispose of securities held by OIP. The number of outstanding ADSs attributable to OIP is 131,273 ADSs. Additionally, OIP holds 28,817 Warrants and 809,717 Pre-Funded Warrants. OrbiMed BioFund, pursuant to its authority under the limited partnership agreement of OIP, OrbiMed Israel, pursuant to its authority under the limited partnership agreement of OrbiMed BioFund, and Gordon and Chimovits pursuant to their membership on OrbiMed Israel's investment committee, may each be considered to hold indirectly 131,273 ADSs, 28,817 Warrants, and 809,717 Pre-Funded Warrants. Registration Rights Agreement In connection with the Private Placement, OrbiMed BioFund and OrbiMed Israel, pursuant to their authority under the limited partnership agreement of OIP, caused OIP to enter into a Registration Rights Agreement (the "Registration Rights Agreement"), which requires the Issuer to, among other things, file a registration statement on Form F-1 or Form F-3 (subject to the Issuer's eligibility to use each such Form) with respect to the resale of the securities sold in the Private Placement. The Issuer is required to prepare and file such registration statement with the SEC as soon as reasonably practicable, but in no event later than 30 days following the closing of the Private Placement, and to use its commercial best efforts to have the registration statement declared effective as soon as reasonably practicable. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 2 and is incorporated herein by reference. 1. Joint Filing Agreement between Erez Chimovits, Carl L. Gordon, OrbiMed Israel GP Ltd., and OrbiMed Israel BioFund GP Limited Partnership. 2. Form of Registration Rights Agreement (incorporated by reference to Exhibit 99.4 to the Issuer's Current Report on Form 6-K (File No. 001-38807) filed with the SEC on July 25, 2024. https://www.sec.gov/Archives/edgar/data/1534248/000117891324002290/exhibit_99-4.htm ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP /s/ Carl L. Gordon Carl L. Gordon/Director 06/23/2025 ORBIMED ISRAEL GP LTD. /s/ Carl L. Gordon Carl L. Gordon/Director 06/23/2025 CHIMOVITS EREZ /s/ Erez Chimovits Erez Chimovits 06/23/2025 GORDON CARL L /s/ Carl L. Gordon Carl L. Gordon 06/23/2025 EX-99.1 2 ss4987767_ex9901.htm JOINT FILING AGREEMENT

 

Exhibit 1

JOINT FILING AGREEMENT

 

The undersigned hereby agree that Amendment No. 5 to Schedule 13D, dated June 18, 2025 with respect to the Ordinary Shares and American Depository Shares of Chemomab Therapeutics Ltd. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, Each of the undersigned agrees to be responsible for the timely filing of this Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 23rd day of June, 2025.

 

  By:  /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
       
  By: /s/ Erez Chimovits  
    Name: Erez Chimovits  
       
  ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP
       
  By: OrbiMed Israel GP Ltd., its General Partner  
       
  By:  /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Director  
       
  ORBIMED ISRAEL GP LTD.   
       
  By:  /s/ Carl L. Gordon  
    Name: Carl L. Gordon  
    Title: Director