ChemomAb Ltd. entered into letter of intent to acquire Anchiano Therapeutics Ltd. (NasdaqCM:ANCN) for for $27.2 million in a reverse merger transaction on October 29, 2020. ChemomAb Ltd. entered into a definitive merger agreement to acquire Anchiano Therapeutics Ltd. in a reverse merger transaction on December 14, 2020. Post-completion, the shareholders of ChemomAb will own 90% stake in the combined company on a pro-forma basis. Current Chemomab shareholders and holders of Chemomab equity awards will convert 100% of their existing equity interests into securities of the combined company. Upon completion, the combined company will assume the name “Chemomab Therapeutics Ltd.” and will be led by Chemomab's management team, headed by its Co-founder and Chief Executive Officer, Adi Mor. Neil Cohen, Chief executive officer of Anchiano, will join the board of Chemomab at closing, Arnon Aharon, Chief Medical Officer of Chemomab, will be the Chief Medical Officer of Anchiano. Additionally, following the Closing, the board of directors of the Anchiano Therapeutics is expected to initially consist of five directors and will be comprised of (i) four members designated by Chemomab and (ii) one member designated by the Anchiano Therapeutics. Each of Ruth Alon, Isaac Kohlberg and Stanislav Polovets will resign from Anchiano's board of directors effective upon the effective time of the merger; the designees of Chemomab pursuant to the merger agreement will be appointed to fill the vacancies created by the resignations of the current Anchiano directors. At and Immediately after the effective time of the Merger, the board of directors of the combined company are expected to be Stephen Squinto, Chairman of the Board of Directors; Adi Mor, Chief Executive Officer, Chief Scientific Officer and Director; Nissim Darvish, Director; Joel Maryles, Director; Alan Moses, Director; Claude Nicaise, Director; Neil Cohen, Director. Sigal Fattal will be Interim Chief Financial Officer. Following the Merger, the headquarters of Anchiano will be located in Tel-Aviv, Israel, at Chemomab's current headquarters.

The transaction is subject to customary closing conditions including the approval of Anchiano's shareholders at the special meeting of shareholders, the listing of the ADSs on Nasdaq, entry by certain shareholders under lock up agreements and the Support Agreements, certain minimum requirements of net cash and receipt of the 104H Tax Ruling or Interim 104H Tax Ruling in Israel and termination of Anchiano's engagement/employment with its employees, consultant, service provides and office holders. Shareholders of both ChemomAb and Anchiano holding shares sufficient to approve the merger have entered into shareholder support agreements in support of the transaction. The Merger agreement contemplates an investment of at least $30 million in the Anchiano Therapeutics through a PIPE in connection with, and to be consummated concurrently with, the Merger, certain Israeli statutory waiting period requirements is required and termination of Anchiano's engagement/employment with its employees, consultant, service provides and office holders. The proposed transaction has been approved by the Boards of Directors of both ChemomAb and Anchiano. The merger will not be subject to antitrust approvals. On January 7, 2021, Chemomab's shareholders adopted the Merger Agreement and approved the Merger and related transactions. A special meeting of the shareholders of Anchiano will be held at 4:30 p.m., local time, on March 15, 2021. As of March 15, 2021, the transaction was approved by Anchiano Therapeutics shareholders. The deal is expected to close in Anchiano's first or second fiscal quarter of 2021 (the quarters ending March 31 and June 30, 2021, respectively). Oppenheimer & Co. Inc. acted as financial advisor and provided fairness opinion while Aaron M. Lampert of Goldfarb Seligman & Co. and Michal Berkner and Joshua A. Kaufman of Cooley LLP acted as legal advisors for Anchiano. Ronen Bezalel, David S. Glatt, Jonathan M. Nathan and Shachar Hadar of Meitar and Robert L. Grossman and Drew M. Altman of Greenberg Traurig, LLP acted as legal advisors for ChemomAb. Alliance Advisors, LLC is acting as proxy solicitor to Anchiano Therapeutics. Alliance Advisors, LLC will be paid its customary fee of approximately $5,000, plus out-of-pocket expenses if it solicits proxies. Under the terms of Oppenheimer's engagement, Anchiano paid Oppenheimer a retainer fee of $75,000 (creditable against the opinion fee), has agreed to pay Oppenheimer for its opinion in connection with the Merger a fee of $450,000 payable upon delivery of Oppenheimer's opinion, and has agreed to pay Oppenheimer a fee of $500,000 upon the consummation of the Merger, for a total fee of $950,000.

ChemomAb Ltd. completed the acquisition of Anchiano Therapeutics Ltd. (NasdaqCM:ANCN) in a reverse merger transaction on March 16, 2021. The combined company has changed its name to Chemomab Therapeutics Ltd. and will trade on the Nasdaq Capital Market under the symbol "CMMB" beginning on March 17, 2021