State of Israel
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Not Applicable
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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David S. Glatt
Ronen Bezalel
Matthew Rudolph Meitar | Law Offices 16 Abba Hillel Rd. Ramat Gan 5250608, Israel +972 (3) 610-3100 |
Michal Berkner
Joshua A. Kaufman
Daniel I. Goldberg
Cooley LLP
55 Hudson Yards
New York, New York 10001
+1 212 479 6000
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a base prospectus which covers the offering, issuance and sale by us of up to $200 million of ordinary shares, ADSs, debt securities, warrants and units comprising any combination of these securities; and
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a sales agreement prospectus supplement covering the offering, issuance and sale by us of up to $2,863,664 of ADSs that may be issued and sold under the Sales Agreement with Roth Capital Partners, LLC, as sales
agent.
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41
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we have incurred significant losses since inception and anticipate that we will continue to incur increasing levels of operating losses over the next several years and for the foreseeable future;
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we are unable to predict the extent of any future losses or when we will become profitable, if at all;
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even if we become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis;
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we have a limited operating history and funding, which may make it difficult to evaluate our prospects and likelihood of success;
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our business is highly dependent on the success of our lead product candidate, CM-101, and any other product candidates that we advance into clinical studies;
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all of our programs will require significant additional clinical development;
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our central objective is to design and develop targeted treatments for inflammation and fibrosis with an initial focus on the antagonism of CCL24 signaling, which is known to regulate fibrotic and inflammatory processes;
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while several studies are currently underway, our approach in the area of fibrotic diseases is novel and unproven and may not result in marketable products;
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the successful completion of clinical studies is a prerequisite to submitting a marketing application to the FDA and similar marketing applications to comparable foreign regulatory authorities, for each product candidate and, consequently,
the ultimate approval and commercial marketing of any product candidates;
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we may experience negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or trials or abandon some or all of its product development programs, which could have
a material adverse effect on our business;
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we may encounter difficulties enrolling patients in our clinical studies, including due to the continuing effects of the COVID-19 pandemic, or other public health emergencies and related clinical development activities could be delayed or
otherwise adversely affected;
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our ongoing and future clinical studies may reveal significant adverse events or immunogenicity-related responses and may result in a safety profile that could delay or prevent regulatory approval or market acceptance of our product
candidate;
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the regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for CM-101 or any other product
candidates, our business will be substantially harmed;
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if we do not achieve our projected development and commercialization goals in the timeframes we announce and expect, the commercialization of our product candidates may be delayed and our business will be harmed;
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we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us;
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we have been granted Orphan Drug Designation for CM-101 in connection with three indications and may seek Orphan Drug Designation for other indications or product candidates, and we may be unable to maintain the benefits associated with
Orphan Drug Designation, including the potential for market exclusivity, and may not receive Orphan Drug Designation for other indications or for its other product candidates;
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we expect to experience significant growth in the number of our employees over time and the scope of our operations, particularly in the areas of product candidate development, regulatory affairs and sales and marketing;
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we will therefore need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our operations;
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if we are unable to protect our patents or other proprietary rights, or if we infringe the patents or other proprietary rights of others, our competitiveness and business prospects may be materially damaged;
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changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates;
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risks related to our operations in Israel could materially adversely impact our business, financial condition and results of operations;
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our principal executive offices are located in Israel and certain of our product candidates may be manufactured at third-party facilities located in Europe. In addition, our business strategy includes potentially expanding internationally
if any of its product candidates receives regulatory approval;
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holders of ADSs may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise their right to vote;
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holders of ADSs may be subject to limitations on the transfer of their ADSs and the withdrawal of the underlying ordinary shares;
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we are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders;
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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action; and
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we presently anticipate that we will be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
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FAST scores were improved in a higher proportion of CM-101-treated patients than in placebo patients.
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CM-101-treated patients with higher FAST scores demonstrated greater improvements in key fibro-inflammatory biomarkers than patients with lower FAST scores or placebo patients.
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amendments to our amended and restated articles of association;
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appointment, terms of service or and termination of service of our auditors;
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appointment of directors, including external directors (if applicable);
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approval of certain related party transactions;
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increases or reductions of our authorized share capital;
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a merger; and
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the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.
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Persons depositing or withdrawing ordinary shares or
ADS holders must pay |
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For
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$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
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Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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$.05 (or less) per ADS
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Any cash distribution to ADS holders
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A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs
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Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
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$.05 (or less) per ADS per calendar year
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Depositary services
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Persons depositing or withdrawing ordinary shares or
ADS holders must pay |
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For
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Registration or transfer fees
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Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
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Expenses of the depositary
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Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars
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Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
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As necessary
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Any charges incurred by the depositary or its agents for servicing the deposited securities
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As necessary
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the title and ranking of the debt securities (including the terms of any subordination provisions);
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the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
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any limit on the aggregate principal amount of the debt securities;
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the date or dates on which the principal of the securities of the series is payable;
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt
securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
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the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of
transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;
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the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the
price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
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the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
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whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
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the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any,
responsible for overseeing such composite currency;
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the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
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if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner
in which the exchange rate with respect to these payments will be determined;
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the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency
or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
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any provisions relating to any security provided for the debt securities;
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any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this
prospectus or in the indenture with respect to the debt securities;
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any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
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the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or
exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
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any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or
regulations or advisable in connection with the marketing of the securities; and
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whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2)
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we are the surviving entity or the successor person (if other than Chemomab ) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction
or the State of Israel and expressly assumes our obligations on the debt securities and under the indenture; and
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immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.
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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is
deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);
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default in the payment of principal of any security of that series at its maturity;
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default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt
securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or Chemomab and the trustee receive written notice from the holders of not less than 25% in principal
amount of the outstanding debt securities of that series as provided in the indenture;
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Chemomab; and
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any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1)
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that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and
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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to
institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed
to institute the proceeding within 60 days. (Section 6.7)
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to cure any ambiguity, defect or inconsistency;
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to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;
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to provide for uncertificated securities in addition to or in place of certificated securities;
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to add guarantees with respect to debt securities of any series or secure debt securities of any series;
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to surrender any of our rights or powers under the indenture;
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to add covenants or events of default for the benefit of the holders of debt securities of any series;
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to comply with the applicable procedures of the applicable depositary;
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to make any change that does not adversely affect the rights of any holder of debt securities;
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to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;
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to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by
more than one trustee; or
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to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
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reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with
respect to any series of debt securities;
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reduce the principal amount of discount securities payable upon acceleration of maturity;
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waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in
aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
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make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
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make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on
those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or
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waive a redemption payment with respect to any debt security. (Section 9.3)
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we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may
be set forth in the applicable prospectus supplement; and
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any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).
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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that
issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public
accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in
accordance with the terms of the indenture and those debt securities; and
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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a
result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant
defeasance had not occurred. (Section 8.4)
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the title of the warrants;
the aggregate number of the warrants;
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the number of securities purchasable upon exercise of the warrants;
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the designation and terms of the securities, if any, with which the warrants are issued, and the number of the warrants issued with each such offered security;
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the date, if any, on and after which the warrants and the related securities will be separately transferable;
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the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased;
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the date on which the right to exercise the warrants will commence and the date on which the right will expire;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of the material Israeli and U.S. income tax considerations applicable to the issuance or exercise of such warrants;
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the anti-dilution and adjustment of share capital provisions of the warrants, if any;
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the minimum or maximum amount of the warrants which may be exercised at any one time;
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any circumstances that will cause the warrants to be deemed to be automatically exercised; and
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any other material terms of the warrants.
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the terms of the units and of the ordinary shares, rights and/or warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in connection with the unit offering;
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a description of the provisions for the payment, settlement, transfer or exchange of the units; and
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any material provisions of the governing unit agreement that differ from those described above.
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through underwriters or dealers;
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directly to a limited number of purchasers or to a single purchaser;
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through agents; or
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through any other method permitted by applicable law and described in the applicable prospectus supplement.
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block transactions and transactions on the Nasdaq Capital Market or any other organized market where the securities may be traded;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;
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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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sales “at the market” into an existing trading market; or
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sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.
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the name or names of any underwriters, dealers or agents;
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the method of distribution;
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the public offering price or purchase price and the proceeds to us from that sale;
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the expenses of the offering;
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any discounts or commissions to be allowed or paid to the underwriters, dealers or agents;
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all other items constituting underwriting compensation and the discounts and commissions to be allowed or paid to dealers, if any; and
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any other information regarding the distribution of the securities that we believe to be material.
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the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law prevailing in
Israel;
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the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
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adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
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the judgment is not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;
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the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
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an action between the same parties in the same matter was not pending in any Israeli court at the time at which the lawsuit was instituted in the foreign court; and
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the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.
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SEC registration fee
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$
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9,621
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FINRA filing fee
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3,140
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Depositary and Transfer agent’s fees
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*
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Printing and engraving expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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*
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Estimated fees and expenses are not presently known. If required, to be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus.
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the Company’s Annual Reports on Form 10-K for the years ended December 31, 2022 and December 31,
2021 filed with the SEC on March 20, 2023 (the “2022 Annual Report”) and March 30, 2022, respectively;
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the Company’s Current Reports on Form 8-K filed with the SEC on January 3, 2023, January 11, 2023, February
21, 2023, February 21, 2023, May 11, 2023, June 5,
2023, June 16, 2023, and Reports on Form 6-K furnished with the SEC on July 3, 2023, August
8, 2023 and August 14, 2023; and
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the description of our share capital, which is set forth in Exhibit 4.1 of the 2022 Annual Report, and as may be further updated or amended in any amendment or report filed for such purpose, including Exhibit 4.1 to our 2022 Annual Report on Form 10-K for the year ended December 31, 2022.
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Page
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SP-1
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SP-3
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SP-5
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SP-7
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SP-8
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SP-9
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SP-10
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SP-11
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SP-19
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SP-20
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SP-21
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SP-22
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SP-22
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SP-22
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SP-22
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•
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references to “ordinary shares,” “our shares” and similar expressions refer to the Company’s ordinary shares, no nominal (par) value;
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references to “ADS” refer to the American Depositary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CMMB,” each representing twenty (20) ordinary shares;
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references to “dollars,” “U.S. dollars” and “$” are to U.S. Dollars;
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references to “NIS” are to New Israeli Shekels;
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references to the “SEC” are to the U.S. Securities and Exchange Commission; and
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|
references to the “Merger” refer to the merger involving Anchiano Therapeutics Ltd. and Chemomab Ltd., whereby a wholly owned subsidiary of Anchiano Therapeutics Ltd. merged with and into Chemomab Ltd., with
Chemomab Ltd. surviving as a wholly owned subsidiary of Anchiano Therapeutics Ltd. Upon consummation of the Merger, Anchiano Therapeutics Ltd. changed its name to “Chemomab Therapeutics Ltd.” and the business conducted by Chemomab Ltd. became
primarily the business conducted by the Company.
|
• |
we have incurred significant losses since inception and anticipate that we will continue to incur increasing levels of operating losses over the next several years and for the foreseeable future;
|
• |
we are unable to predict the extent of any future losses or when we will become profitable, if at all;
|
• |
even if we become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis;
|
• |
we have a limited operating history and funding, which may make it difficult to evaluate our prospects and likelihood of success;
|
• |
our business is highly dependent on the success of our lead product candidate, CM-101, and any other product candidates that we advance into clinical studies;
|
• |
all of our programs will require significant additional clinical development;
|
• |
our central objective is to design and develop targeted treatments for inflammation and fibrosis with an initial focus on the antagonism of CCL24 signaling, which is known to regulate fibrotic and inflammatory processes;
|
• |
while several studies are currently underway, our approach in the area of fibrotic diseases is novel and unproven and may not result in marketable products;
|
• |
the successful completion of clinical studies is a prerequisite to submitting a marketing application to the FDA and similar marketing applications to comparable foreign regulatory authorities, for each product candidate and, consequently,
the ultimate approval and commercial marketing of any product candidates;
|
• |
we may experience negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or trials or abandon some or all of its product development programs, which could have
a material adverse effect on our business;
|
• |
we may encounter difficulties enrolling patients in our clinical studies, including due to the continuing effects of the COVID-19 pandemic, or other public health emergencies and related clinical development activities could be delayed or
otherwise adversely affected;
|
• |
our ongoing and future clinical studies may reveal significant adverse events or immunogenicity-related responses and may result in a safety profile that could delay or prevent regulatory approval or market acceptance of our product
candidate;
|
• |
the regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for CM-101 or any other product
candidates, our business will be substantially harmed;
|
• |
if we do not achieve our projected development and commercialization goals in the timeframes we announce and expect, the commercialization of our product candidates may be delayed and our business will be harmed;
|
• |
we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us;
|
• |
we have been granted Orphan Drug Designation for CM-101 in connection with three indications and may seek Orphan Drug Designation for other indications or product candidates, and we may be unable to maintain the benefits associated with
Orphan Drug Designation, including the potential for market exclusivity, and may not receive Orphan Drug Designation for other indications or for its other product candidates;
|
• |
we expect to experience significant growth in the number of our employees over time and the scope of our operations, particularly in the areas of product candidate development, regulatory affairs and sales and marketing;
|
• |
we will therefore need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our operations;
|
• |
if we are unable to protect our patents or other proprietary rights, or if we infringe the patents or other proprietary rights of others, our competitiveness and business prospects may be materially damaged;
|
• |
changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates;
|
• |
risks related to our operations in Israel could materially adversely impact our business, financial condition and results of operations;
|
• |
our principal executive offices are located in Israel and certain of our product candidates may be manufactured at third-party facilities located in Europe. In addition, our business strategy includes potentially expanding internationally
if any of its product candidates receives regulatory approval;
|
• |
holders of ADSs may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise their right to vote;
|
• |
holders of ADSs may be subject to limitations on the transfer of their ADSs and the withdrawal of the underlying ordinary shares;
|
• |
we are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders;
|
• |
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action; and
|
• |
we presently anticipate that we will be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
|
•
|
FAST scores were improved in a higher proportion of CM-101-treated patients than in placebo patients.
|
•
|
CM-101-treated patients with higher FAST scores demonstrated greater improvements in key fibro-inflammatory biomarkers than patients with lower FAST scores or placebo patients.
|
Securities offered by us
|
|
ADSs, each representing twenty (20) ordinary shares, no par value, having an aggregate offering price of up to $2,863,664.
|
|
|
|
ADSs to be outstanding immediately after this offering
|
|
Up to 15,114,280 ADSs, assuming sales of 3,291,568 ADSs in this offering at an offering price of $0.87 per ADS, the sale price of ADSs on the Nasdaq Captial Market on October 11, 2023. The actual number of
ADSs issued will vary depending on the sales price under this offering.
|
|
|
|
Plan of Distribution
|
|
“At the market offering” that may be made from time to time through or to Roth, as sales agent or principal. See “Plan of Distribution.”
|
|
|
|
Use of Proceeds
|
|
We intend to use the net proceeds from this offering for continued clinical development of our product candidates, research activities, and for other general corporate purposes. See “Reasons for the Offer
and Use of Proceeds” on page SP-10 of this prospectus.
|
|
|
|
Risk Factors
|
|
Investing in our securities involves significant risks. See the information under the heading “Risk Factors” beginning on page SP-4 of this prospectus and in the documents incorporated by reference into
this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.
|
|
|
|
Nasdaq Capital Market symbol
|
|
ADSs representing our ordinary shares are listed for trading on the Nasdaq Capital Market under the symbol “CMMB.”
|
Depositary
|
The Bank of New York Mellon
|
|
|
|
●
|
1,642,058 ADSs issuable upon the exercise of outstanding options to purchase ADSs, at a weighted average exercise price of $3.24 per ADS;
|
|
●
|
an aggregate 760,888 ADSs reserved for future issuance under the 2015 Share Incentive Plan (the “2015 Plan”) and the 2017 Equity-Based Incentive Plan (the “2017 Plan”, and together with the 2015 Plan, the
“Share Incentive Plans”), as of October 11, 2023, as well as any automatic increases in the number of ADSs reserved for future issuance under the 2017 Plan; and
|
|
●
|
261,929 ADSs issuable upon the exercise of outstanding warrants to purchase ADSs at a weighted average exercise price of $17.35 per share, which warrants are expected to remain outstanding at the
consummation of this offering.
|
|
•
|
|
on an actual basis; and
|
|
•
|
|
on an as adjusted basis to give effect to the sale of 3,291,568 ADSs in this offering, at an assumed public offering price of $0.87 per ADS, and after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us.
|
|
|
As of June 30 , 2023
|
|
|||||
|
|
(in thousands)(unaudited)
|
|
|||||
|
|
Actual
|
|
|
As Adjusted
|
|
||
|
|
|
|
|||||
Cash and cash equivalents and short-term bank deposits
|
|
$
|
26,663
|
|
|
|
29,253
|
|
Shareholders’ equity
|
|
|
|
|
|
|
|
|
Ordinary Shares, no par value - Authorized: 650,000,000 ordinary shares as of June 30, 2023
|
|
|
—
|
|
|
|
|
|
Issued and outstanding: 248,058,700 ordinary shares issued and outstanding actual; 313,890,060 ordinary shares issued and outstanding as adjusted
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
103,751
|
|
|
|
106,341
|
|
Treasury stock at cost: 11,640,460 ordinary shares issued and outstanding
|
|
|
(1,218
|
)
|
|
|
(1,218
|
)
|
Accumulated deficit
|
|
|
(80,542
|
)
|
|
|
(80,542
|
)
|
Total shareholders’ equity
|
|
$
|
21,991
|
|
|
$
|
24,581
|
|
Total liabilities and shareholders’ equity
|
|
$
|
28,849
|
|
|
$
|
31,439
|
|
|
•
|
1,642,058 ADSs issuable upon the exercise of outstanding options to purchase ADSs, as of October 11, 2023, at a weighted average exercise price of $3.24 per ADS;
|
|
|
|
|
•
|
an aggregate of 760,888 ADSs reserved for future issuance under our Share Incentive Plans, as of October 11, 2023, as well as any automatic increases in the number of ADSs reserved for future issuance under the
2017 Plan; and
|
|
|
|
|
•
|
261,929 ADSs issuable upon the exercise of outstanding warrants to purchase ADSs at a weighted average exercise price of $17.35 per ADS, which warrants are expected to remain outstanding at
the consummation of this offering.
|
Assumed offering price per ADS
|
|
|
|
|
|
$
|
0.87
|
|
Net tangible book value per ADS as of June 30, 2023
|
|
$
|
1.86
|
|
|
|
|
|
Decrease in net tangible book value per ADS attributable to new investors
|
|
$
|
(0.23)
|
|
|
|
|
|
As adjusted net tangible book value per ADS after this offering
|
|
|
|
|
|
$
|
1.63
|
|
Net increase in net tangible book per ADS to new investors in this offering
|
|
|
|
|
|
$
|
0.76
|
|
|
●
|
1,642,058 ADSs issuable upon the exercise of outstanding options to purchase ADSs, as of October 11, 2023 at a weighted average exercise price of $3.24 per ADS;
|
|
●
|
an aggregate 760,888 ADSs reserved for future issuance under our Share Incentive Plans, as of October 11, 2023, as well as any automatic increases in the number of common shares reserved for future issuance under
the 2017 Plan; and
|
|
●
|
261,929 ADSs issuable upon the exercise of outstanding warrants to purchase ADSs at a weighted average exercise price of $17.35 per share, which warrants are expected to remain outstanding at the consummation of
this offering.
|
●
|
the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law prevailing in
Israel;
|
●
|
the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
|
●
|
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
|
●
|
the judgment is not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;
|
●
|
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
|
●
|
an action between the same parties in the same matter was not pending in any Israeli court at the time at which the lawsuit was instituted in the foreign court; and
|
●
|
the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.
|
SEC registration fee
|
$
|
-
|
||
FINRA filing fee
|
-
|
|||
Depositary and Transfer agent’s fees
|
32,915
|
|||
Printing and engraving expenses
|
1,000
|
|||
Legal fees and expenses
|
25,000
|
|||
Accounting fees and expenses
|
41,985
|
|||
Miscellaneous
|
-
|
|||
|
||||
Total
|
$
|
100,900
|
●
|
the Company’s Annual Reports on Form 10-K for the years ended December 31, 2022 and December 31,
2021 filed with the SEC on March 20, 2023 (the “2022 Annual Report”) and March 30, 2022, respectively;
|
|
●
|
the Company’s Current Reports on Form 8-K filed with the SEC on January 3, 2023, January 11, 2023, February
21, 2023, February 21, 2023, May 11, 2023, June
5, 2023, June 16, 2023, and Reports on Form 6-K furnished with the SEC on July 3, 2023, August
8, 2023 and August 14, 2023; and
|
●
|
the description of our share capital, which is set forth in Exhibit 4.1 of the 2022 Annual Report, and as may be further updated or amended in any amendment or report filed for such purpose, including Exhibit 4.1 to our 2022 Annual Report on Form 10-K for the year ended December 31, 2022.
|
|
●
|
a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office
holder with respect to such liability is provided in advance, then such an undertaking 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 according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above-mentioned foreseen events and amount or criteria;
|
|
●
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder: (i) 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 (A) no indictment was filed against such office holder as a result of such investigation or proceeding; and (B) no financial liability, such as a criminal penalty, 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; and (ii) in
connection with a monetary sanction; and
|
|
●
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or
in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent.
|
|
|
|
|
●
|
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments
made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law 5728-1968, or the Israeli Securities Law.
|
|
●
|
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
●
|
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and
|
|
●
|
a financial liability imposed on the office holder in favor of a third party.
|
|
●
|
a financial liability imposed in an administrative proceeding on the office holder in favor of a third party harmed by a breach, pursuant to certain provisions of the Israeli Securities Law.
|
|
●
|
expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the
Israeli Securities Law.
|
|
●
|
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to
believe that the act would not harm the company;
|
|
●
|
a breach of duty of care committed intentionally or recklessly, excluding a breach arising solely out of the negligent conduct of the office holder;
|
|
●
|
an act or omission committed with intent to derive illegal personal benefit; or
|
|
●
|
a civil or administrative fine or forfeit levied against the office holder.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
***
|
To be filed by amendment or incorporated by reference in connection with the offering of the securities.
|
†
|
Schedules and Exhibits omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
(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 paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section 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 SEC 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.
|
|
(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)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to the 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 Form F-3.
|
|
(5)
|
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;
|
|
(6)
|
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;
|
|
(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.
|
(d)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
|
|
CHEMOMAB THERAPEUTICS LTD.
|
|
|
|
|
|
By:
|
/s/ Adi Mor
|
|
Name:
|
Adi Mor
|
|
Title:
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Adi Mor
|
|
Chief Executive Officer and Director
|
|
October 16, 2023
|
Adi Mor
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Sigal Fattal
|
|
Chief Financial Officer
|
|
October 16, 2023
|
Sigal Fattal
|
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
/s/ Nissim Darvish
|
|
Chairman of the Board of Directors
|
|
October 16, 2023
|
Nissim Darvish
|
|
|
|
|
|
|
|
|
|
/s/ Jill Quigley
|
|
Director
|
|
October 16, 2023
|
Jill Quigley
|
|
|
|
|
|
|
|
|
|
/s/ Claude Nicaise
|
|
Director
|
|
October 16, 2023
|
Claude Nicaise
|
|
|
|
|
|
|
|
|
|
/s/ Alan Moses
|
|
Director
|
|
October 16, 2023
|
Alan Moses
|
|
|
|
|
|
|
|
|
|
/s/ Neil Cohen
|
|
Director
|
|
October 16, 2023
|
Neil Cohen
|
|
|
|
|
Very truly yours,
|
|||
CHEMOMAB THERAPEUTICS LTD.
|
|||
By:
|
/s/ Adi Mor
|
||
Name:
|
Adi Mor
|
||
Title:
|
Chief Executive Officer
|
ACCEPTED as of the date first-above written:
|
|||
ROTH CAPITAL PARTNERS, LLC
|
|||
By:
|
/s/ Aaron M Gurewitz
|
||
Name:
|
Aaron M Gurewitz
|
||
Title:
|
President and Head of Investment Banking
|
|
From:
|
Chemomab Therapeutics Ltd.
|
|
To:
|
Roth Capital Partners, LLC
Attention: [•] |
|
Subject:
|
Placement Notice
|
|
Date:
|
[•], 20[•]
|
Benjamin Bowen
Lou Ellis
Nazan Akdeniz
|
bbowen@roth.com
LEllis@roth.com
NAkdeniz@roth.com
|
CHEMOMAB THERAPEUTICS LTD.
|
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By:
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Name:
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Title:
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Page
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ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
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1
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Section 1.1.
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Definitions
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1
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Section 1.2.
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Other Definitions
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3
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Section 1.3.
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Incorporation by Reference of Trust Indenture Act
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4
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Section 1.4.
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Rules of Construction
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4
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ARTICLE II. THE SECURITIES
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4
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Section 2.1.
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Issuable in Series
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4
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Section 2.2.
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Establishment of Terms of Series of Securities
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5
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Section 2.3.
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Execution and Authentication
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6
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Section 2.4.
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Registrar and Paying Agent
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7
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Section 2.5.
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Paying Agent to Hold Money in Trust
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8
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Section 2.6.
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Securityholder Lists
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8
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Section 2.7.
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Transfer and Exchange
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8
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Section 2.8.
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Mutilated, Destroyed, Lost and Stolen Securities
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9
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Section 2.9.
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Outstanding Securities
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9
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Section 2.10.
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Treasury Securities
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10
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Section 2.11.
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Temporary Securities
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10
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Section 2.12.
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Cancellation
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10
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Section 2.13.
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Defaulted Interest
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10
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Section 2.14.
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Global Securities
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10
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Section 2.15.
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CUSIP Numbers
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12
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ARTICLE III. REDEMPTION
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12
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Section 3.1.
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Notice to Trustee
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12
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Section 3.2.
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Selection of Securities to be Redeemed
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12
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Section 3.3.
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Notice of Redemption
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12
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Section 3.4.
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Effect of Notice of Redemption
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13
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Section 3.5.
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Deposit of Redemption Price
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13
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Section 3.6.
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Securities Redeemed in Part
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13
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ARTICLE IV. COVENANTS
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13
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Section 4.1.
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Payment of Principal and Interest
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13
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Section 4.2.
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SEC Reports
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14
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Section 4.3.
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Compliance Certificate
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14
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Section 4.4.
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Stay, Extension and Usury Laws
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14
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ARTICLE V. SUCCESSORS
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14
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Section 5.1.
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When Company May Merge, Etc
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14
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Section 5.2.
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Successor Corporation Substituted
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15
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ARTICLE VI. DEFAULTS AND REMEDIES
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15
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Section 6.1.
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Events of Default
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15
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Section 6.2.
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Acceleration of Maturity; Rescission and Annulment
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16
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Section 6.3.
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Collection of Indebtedness and Suits for Enforcement by Trustee
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17
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Section 6.4.
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Trustee May File Proofs of Claim
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17
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Section 6.5.
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Trustee May Enforce Claims Without Possession of Securities
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18
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Section 6.6.
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Application of Money Collected
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18
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Section 6.7.
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Limitation on Suits
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18
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Section 6.8.
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Unconditional Right of Holders to Receive Principal and Interest
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19
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Section 6.9.
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Restoration of Rights and Remedies
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19
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Section 6.10.
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Rights and Remedies Cumulative
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19
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Section 6.11.
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Delay or Omission Not Waiver
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19
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Section 6.12.
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Control by Holders
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20
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Section 6.13.
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Waiver of Past Defaults
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20
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Section 6.14.
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Undertaking for Costs
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20
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ARTICLE VII. TRUSTEE
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20
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Section 7.1.
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Duties of Trustee
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20
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Section 7.2.
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Rights of Trustee
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21
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Section 7.3.
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Individual Rights of Trustee
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22
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Section 7.4.
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Trustee’s Disclaimer
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22
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Section 7.5.
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Notice of Defaults
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23
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Section 7.6.
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Reports by Trustee to Holders
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23
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Section 7.7.
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Compensation and Indemnity
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23
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Section 7.8.
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Replacement of Trustee
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24
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Section 7.9.
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Successor Trustee by Merger, Etc
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24
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Section 7.10.
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Eligibility; Disqualification
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24
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Section 7.11.
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Preferential Collection of Claims Against Company
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24
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ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE
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25
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Section 8.1.
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Satisfaction and Discharge of Indenture
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25
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Section 8.2.
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Application of Trust Funds; Indemnification
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26
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Section 8.3.
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Legal Defeasance of Securities of any Series
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26
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Section 8.4.
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Covenant Defeasance
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27
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Section 8.5.
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Repayment to Company
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28
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Section 8.6.
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Reinstatement
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28
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ARTICLE IX. AMENDMENTS AND WAIVERS
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29
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Section 9.1.
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Without Consent of Holders
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29
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Section 9.2.
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With Consent of Holders
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29
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Section 9.3.
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Limitations
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30
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Section 9.4.
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Compliance with Trust Indenture Act
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30
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Section 9.5.
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Revocation and Effect of Consents
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30
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Section 9.6.
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Notation on or Exchange of Securities
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31
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Section 9.7.
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Trustee Protected
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31
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ARTICLE X. MISCELLANEOUS
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31
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Section 10.1.
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Trust Indenture Act Controls
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31
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Section 10.2.
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Notices
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31
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Section 10.3.
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Communication by Holders with Other Holders
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32
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Section 10.4.
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Certificate and Opinion as to Conditions Precedent
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32
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Section 10.5.
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Statements Required in Certificate or Opinion
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32
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Section 10.6.
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Rules by Trustee and Agents
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33
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Section 10.7.
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Legal Holidays
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33
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Section 10.8.
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No Recourse Against Others
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33
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Section 10.9.
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Counterparts
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33
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Section 10.10.
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Governing Law; Waiver of Jury Trial; Consent to Jurisdiction
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33
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Section 10.11.
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No Adverse Interpretation of Other Agreements
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34
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Section 10.12.
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Successors
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34
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Section 10.13.
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Severability
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34
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Section 10.14.
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Table of Contents, Headings, Etc
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34
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Section 10.15.
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Securities in a Foreign Currency
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34
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Section 10.16.
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Judgment Currency
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35
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Section 10.17.
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Force Majeure
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35
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ARTICLE XI. SINKING FUNDS
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36
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Section 11.1.
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Applicability of Article
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36
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Section 11.2.
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Satisfaction of Sinking Fund Payments with Securities
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36
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Section 11.3.
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Redemption of Securities for Sinking Fund
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36
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§ 310(a)(1)
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7.10
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(a)(2)
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7.10
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(a)(3)
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Not Applicable
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(a)(4)
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Not Applicable
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(a)(5)
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7.10
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(b)
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7.10
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§ 311(a)
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7.11
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(b)
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7.11
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(c)
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Not Applicable
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§ 312(a)
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2.6
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(b)
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10.3
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(c)
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10.3
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§ 313(a)
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7.6
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(b)(1)
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7.6
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(b)(2)
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7.6
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(c)(1)
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7.6
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(d)
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7.6
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§ 314(a)
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4.2, 10.5
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(b)
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Not Applicable
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(c)(1)
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10.4
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(c)(2)
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10.4
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(c)(3)
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Not Applicable
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(d)
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Not Applicable
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(e)
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10.5
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(f)
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Not Applicable
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§ 315(a)
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7.1
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(b)
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7.5
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(c)
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7.1
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(d)
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7.1
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(e)
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6.14
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§ 316(a)
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2.10
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(a)(1)(A)
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6.12
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(a)(1)(B)
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6.13
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(b)
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6.8
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§ 317(a)(1)
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6.3
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(a)(2)
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6.4
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(b)
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2.5
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§ 318(a)
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10.1
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Term
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Defined In Section
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“Bankruptcy Law”
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6.1
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(f)
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“Currency Rates”
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10.5
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(d)
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“Custodian”
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6.1
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(f)
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“Event of Default,”
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6.1
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“Judgment Currency”
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10.5
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(d)
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“Legal Holiday”
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10.5
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(d)
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“New York Banking Day”
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10.5
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(d)
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“Notice Agent”
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2.2.23
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“Registrar”
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2.2.23
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“Required Currency”
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10.5
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(d)
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“Specified Courts”
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10.5
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(d)
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“successor person”
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5.1
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CHEMOMAB THERAPEUTICS LTD.
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By:
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Name:
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Its:
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[_____], as Trustee
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By:
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Name:
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Its:
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Chemomab Therapeutics Ltd.
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Kiryat Atidim, Building 7
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Tel Aviv, Israel
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(a)
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American Depositary Shares (“ADSs”), each representing twenty (20) ordinary shares, no par value, of the Company
(“Ordinary Shares” or “Shares”);
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(b)
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Ordinary Shares;
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(c)
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warrants to purchase Ordinary Shares and/or ADSs (“Warrants”);
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(d)
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senior or subordinated debt securities of the Company (the “Debt Securities”) to be issued by the Company
pursuant to an indenture (a “Company Indenture”) to be executed by the Company and the relevant trustee under the Company Indenture; and/or
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(e)
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units comprised of one or more of the other securities that may be offered under the Registration Statement (the “Units”)
(collectively, the ADSs, Ordinary Shares, Warrants, Debt Securities and Units are referred to as the “Securities”).
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1.
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With respect to the Ordinary Shares and the Ordinary Shares underlying the ADSs, assuming (a) the taking of all necessary corporate action to authorize
and approve the issuance of any ADSs and Ordinary Shares, the terms of the offering thereof and related matters (for purposes of this paragraph 1, the “Authorizing Resolutions”), (b) the effectiveness
of the Registration Statement, and any amendments thereto (including any post-effective amendments), and that such effectiveness shall not have been terminated or rescinded, (c) the delivery and filing of an appropriate prospectus supplement
with respect to the offering of the Shares in compliance with the Securities Act and the applicable rules and regulations thereunder, (d) approval by the Board of, and entry by the Company into, and performance by the Company under, any
applicable Securities Agreement, in the form filed as an exhibit to the Registration Statement, any post-effective amendment thereto or to a Report on Form 6-K, pursuant to which the ADSs or Ordinary Shares may be issued and sold, and (e)
receipt by the Company of the consideration for the ADSs or Ordinary Shares as provided for in the Authorizing Resolutions and in accordance with the provisions of any such Securities Agreement and the applicable convertible Securities, if
any, pursuant to which the Shares may be issued, such Shares, including any Ordinary Shares issued upon exercise or conversion of any Securities, will be validly issued, fully paid and non-assessable.
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2.
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With respect to the Ordinary Shares represented by the ATM Shares, assuming that prior to the issuance of any of ATM Shares under the Sales Agreement,
the price, number of Ordinary Shares represented by the ATM Shares and certain other terms of issuance with respect to any specific placement notice delivered under the Sales Agreement will be authorized and approved by the Board or a pricing
committee of the Board in accordance with Israeli law, all corporate proceedings necessary for the authorization, issuance and delivery of the Ordinary Shares represented by the ATM Shares shall have been taken and, upon issuance pursuant to
the terms of the Sales Agreement and in accordance with resolutions of the Board related to the offering of the Ordinary Shares represented by the ATM Shares, the Ordinary Shares represented by the ATM Shares will be validly issued, fully
paid and non-assessable.
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Very truly yours,
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/s/ Meitar | Law Offices
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Joshua A. Kaufman
T: +1 212 479 6495
Josh.kaufman@cooley.com
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ordinary shares, no par value, of the Company (the “Ordinary Shares”);
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debt securities, in one or more series (the “Debt Securities”), which may
be issued pursuant to an indenture to be dated on or about the date of the first issuance of Debt Securities thereunder, by and between a trustee to be selected by the Company (the “Trustee”) and the Company, in the form filed as Exhibit 4.1 to the Registration Statement and one or more indentures
supplemental thereto with respect to any particular series of Debt Securities (including any supplemental indenture, the “Indenture”);
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warrants (the “Warrants”) to purchase Ordinary Shares or Debt Securities
, which may be issued under one or more warrant agreements, to be dated on or about the date of the first issuance of the Warrants thereunder, by and between a warrant agent to be selected by the Company (the “Warrant Agent”) and the Company in the form to be incorporated by reference as an exhibit to the
Registration Statement (each, a “Warrant Agreement”); and
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units comprised of one or more of the Ordinary Shares, Debt Securities or Warrants of the Company (the “Units”), which may be issued under one or more unit agreements (each, a “Unit Agreement”), to be dated on or about the date of the first issuance of the Units thereunder, by and between a unit agent to be selected by the Company (the “Unit Agent”) and the Company .
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/s/ Somekh Chaikin
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Member Firm of KPMG International
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Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee Rate
|
Amount of
Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial effective date |
Filing Fee
Previously Paid In Connection with Unsold Securities to be Carried Forward |
|||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||
Fees to be paid
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Equity
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Ordinary shares, no par value per share
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Rule 457(o)
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(1)
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(2)
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(3)
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||||||||||||||||||||
Equity
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Ordinary shares, as represented by American Depositary Shares(4)
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Rule 457(o)
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(1)
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(2)
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(3)
|
|||||||||||||||||||||
Other
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Warrants
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Rule 457(o)
|
(1)
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(2)
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(3)
|
|||||||||||||||||||||
Debt
|
Debt Securities
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Rule 457(o)
|
(1)
|
(2)
|
(3)
|
|||||||||||||||||||||
Other
|
Units
|
Rule 457(o)
|
(1)
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(2)
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(3)
|
|||||||||||||||||||||
Unallocated
(Universal) Shelf |
Rule 457(o)
|
17,605,622
|
(1)
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(2)
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$
|
17,605,622
|
(3)
|
0.00014760
|
|
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee Rate
|
Amount of
Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial effective date |
Filing Fee
Previously Paid In Connection with Unsold Securities to be Carried Forward |
Carry Forward Securities
|
||||||||||||||||||||||||||
Carry Forward
Securities
|
Equity
|
Ordinary shares, no par value per share
|
|
|
|
|
||||||||||||||||||||
Equity |
Ordinary shares, as represented by American Depositary Shares
|
|||||||||||||||||||||||||
Other
|
Warrants
|
|||||||||||||||||||||||||
Debt
|
Debt Securities
|
|||||||||||||||||||||||||
Other
|
Units | |||||||||||||||||||||||||
Carry Forward
Securities
|
Unallocated (Universal) Shelf
|
Unallocated (Universal) Shelf
|
Rule 415(a)(6)
|
182,394,378
|
$ |
182,394,378
|
S-3
|
333-255658
|
5/17/2021
|
$19,899
|
||||||||||||||||
Total Offering Amounts | $ |
200,000,000
|
$
|
29,520
|
||||||||||||||||||||||
Total Fees Previously Paid(5)
|
$
|
19,899
|
||||||||||||||||||||||||
Total Fee Offsets
|
$
|
19,899
|
||||||||||||||||||||||||
Net Fee Due
|
$
|
9,621
|
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