Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Executive Officer
On September 2, 2021, Chemomab Therapeutics Ltd. (the "Company") announced the
appointment of Dr. Dale Pfost as Chief Executive Officer of the Company. The
effectiveness of Dr. Pfost's appointment is subject to the approval of Dr.
Pfost's compensation terms by the shareholders of the Company. Dr. Pfost will
replace Dr. Adi Mor, who will step down from her role
as Chief Executive Officer, effective as of the appointment of Dr. Pfost, and
who will continue to be employed by the Company as Chief Scientific Officer
where she will oversee scientific strategy and R&D operations. Dr. Mor will also
continue to serve as a Board member.
In connection with Dr. Pfost's appointment as Chief Executive Officer, the
Company and Dr. Pfost entered into an executive employment agreement that will
be subject to shareholder approval, in accordance with the requirements of the
Israeli Companies Law, 5759-1999.
In addition to Dr. Pfost's prospective service as the Chief Executive Officer of
the Company, he is also expected to be appointed to the Company's board of
directors.
The biographical information for Dr. Pfost appears below:
Dr. Dale Pfost has 35 years of experience as an entrepreneur, investor and
business executive. Since 2019, Dr. Pfost has served as Chief Executive Officer
and Chairman of the Board of Lodo Therapeutics Corporation. From 2009 until
2019, Dr. Pfost served in a variety of roles at Microbiome Therapeutics, LLC, a
company which he co-founded, including as a board member and Chief Executive
Officer from 2009 until 2010 and again from 2016 until 2019. From 2010 until
2019, he served as a General Partner at Advent Life Sciences. From 2013 until
2017, Dr. Pfost served in a variety of roles at Vestagen Protective
Technologies, including Chairman, Executive Chairman from 2013 until 2017, and
Chief Executive Officer from 2015 until 2016. Prior to that, Dr. Pfost held
various executive positions at the following companies: Chief Executive Officer
at Receptor Biologix Inc. (from 2008 until 2009), President, Chief Executive
Officer and Chairman at Acuity Pharmaceuticals, Inc. (from 2003 until 2007),
President, Chief Executive Officer and Chairman at Orchid Biosciences, Inc.
(from 1996 until 2002), President, Chief Executive Officer and Managing Director
at Oxford Glycosciences Ltd. (from 1988 until 1996) and Director of Robotics and
Automated Chemistry Systems at Smithkline Beckman from 1984 until 1988. In
addition to the foregoing, Dr. Pfost has served on the board of directors of
several companies, including Bioelectronica Corp., AxoSim, Inc., JMB Companies
LLC, Aura Bioscience, Louisiana BIO and CN Creative. Dr. Pfost earned his BS
from the University of California, Santa Barbara, and a PhD in physics from
Brown University.
Other than that which is disclosed herein, there are no arrangements or
understandings between Dr. Pfost and any other persons pursuant to which he was
appointed to serve as Chief Executive Officer or as a Class III director and
there are no family relationships between Dr. Pfost and any director
or executive officer of the Company. Dr. Pfost has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
As described in Item 5.02 above, on September 2, 2021, the Company issued
a press release announcing the appointment of Dr. Dale Pfost as the Chief
Executive Officer of the Company, which appointment is subject to the approval
of the shareholders of the Company. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated herein by reference.
Additionally, attached as Exhibit 99.2 to this Current Report on Form 8-K, and
incorporated into this Item 7.01 by reference, is an updated corporate
presentation of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press release issued by Chemomab Therapeutics Ltd. dated September 2,
2021
99.2 Corporate Presentation of Chemomab Therapeutics Ltd. (furnished
herewith)
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