ANCHIANO THERAPEUTICS LTD. Item 1.01 Entry into a Material Definitive Agreement.
Private Placement Financing
On
The Private Placement is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
exemption for transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the
Securities Act and in reliance on similar exemptions under applicable state
laws. Each of the Purchasers represented that it is an accredited investor
within the meaning of Rule 501 of Regulation D and is acquiring the securities
for its own account for investment and not with a view towards distribution. The
Purchase Agreements provide the purchasers with certain registration rights that
require the Company to file a Registration Statement with the
The preceding summary does not purport to be complete and are qualified in their entirety by reference to the form Purchase Agreement, the Warrant to Purchase American Depositary Shares and the Anti-Dilution Warrant, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.
The Purchase Agreement filed as an Exhibit to this Form 8-K has been included to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about the Company or the parties thereto. The Purchase Agreement contains representations and warranties that the parties thereto made to, and solely for the benefit of, each other. The assertions embodied in such representations and warranties are qualified by information contained in the confidential disclosure schedules that each may have delivered to the other party in connection with signing the Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizations of the actual state of facts . . .
Item 2.01 Completion of Acquisition or Disposition of Assets
Completion of the Merger
On
Also, in connection with the Merger, the Company changed its name from "
At the Effective Time, each Chemomab ordinary share outstanding immediately
prior to the Effective Time (excluding certain Chemomab ordinary shares that
were cancelled pursuant to the Merger Agreement) automatically converted into
the right to receive, post-reverse split,12.86235 Anchiano ADSs, each
representing 20 ordinary shares, plus a warrant that may be exercisable under
certain circumstances to purchase ADSs. The exchange ratio was calculated using
a formula intended to allocate a percentage of the post-
Anchiano's ADSs, trading on the Nasdaq Capital Market through the close of
business on
The issuance of the shares of the Company to the former Chemomab securityholders
was registered with the
Item 3.02. Unregistered Sales of
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As disclosed below under Item 5.07 of this Current Report on Form 8-K, at the
special meeting of Anchiano's shareholders held on
As a result of the Reverse Split, the number of issued and outstanding ordinary shares of the Company immediately prior to the Reverse Split was reduced to a smaller number of shares, such that every four ordinary shares of the Company held by a shareholder immediately prior to the Reverse Split were combined and reclassified into one share of the Company.
No fractional new ADSs were issued in the Reverse Split. Instead,
The foregoing description of the Amended and Restated Articles of Association is not complete and is subject to and qualified in its entirety by reference to the Amended and Restated Articles of Association, which are filed as Exhibit 3.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant
The information required by this Item 5.01 is contained in Item 2.01 and is incorporated by reference herein.
The information set forth in Item 5.02 of this Current Report on Form 8-K regarding the Company's board of directors (the "Board") and principal officers following the Merger are incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
Resignation of Directors
In accordance with the Merger Agreement,
Appointment of Directors
In accordance with the Merger Agreement, on
Other than pursuant to the Merger Agreement, there were no arrangements or understandings between the Company's newly appointed directors and any person pursuant to which they were elected. None of the Company's newly appointed directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Class Designations
Following the Merger, the classes of the Board are as follows:
• Class I Directors, whose terms expire at the Company's 2022 Annual Meeting:
Stephen Squinto , Nissim Darvish and Joel Maryles .
• Class II Directors, whose terms expire at the Company's 2023 Annual Meeting:
Neil Cohen and Claude Nicaise
• Class III Directors, whose terms expire at the Company's 2024 Annual Meeting:
Adi Mor and Alan Moses Item 5.03 Amendments to Certificate of Incorporation
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
(a) Proposal 1 - The proposal to approve the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of Anchiano ordinary shares, to be represented by ADSs, at the Effective Time to the securityholders of Chemomab was approved, as follows:
Votes For Votes Against Abstentions 21,038,840 26,420 17,510
(b) Proposal 2 - The proposal to approve the issuance of such number of Anchiano ordinary shares (including ordinary shares represented by ADSs) in the Private Placement was approved, as follows:
Votes For Votes Against Abstentions 20,999,475 68,200 15,095
(c) Proposal 3 - The proposal to approve and adopt the Amended and Restated Articles of Association was approved, as follows:
Votes For Votes Against Abstentions 21,001,885 66,820 14,065
(d) Proposal 4 - The proposal to approve the form of Indemnification Agreement and to authorize the execution and delivery of such Indemnification Agreement with all directors of the Company to be in office immediately following the Effective Time of the Merger or thereafter elected or appointed to the Board was approved, as follows:
Votes For Votes Against Abstentions 21,004,040 47,980 30,750
(e) Proposal 5 - The proposal to approve an amendment to the Company's Compensation Policy to remove the limit on the annual premium for directors and officers insurance was approved, as follows:
Votes For Votes Against Abstentions 20,224,320 212,145 7,760
(f) Proposal 6 - The proposal to approve an amendment to the compensation terms of the current and future directors of the Company, and related amendments to the Company's Compensation Policy was approved, as follows:
Votes For Votes Against Abstentions 20,139,860 173,170 142,495 Item 8.01 Other Events.
On
On
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of
The Company will file the financial statements required to be filed by this Item 9.01(a) not later than seventy-one (71) calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company will file the financial statements required to be filed by this Item 9.01(b) not later than seventy one (71) calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits Below is a list of exhibits included with this Current Report on Form 8-K. Exhibit No. Document 2.1* Agreement and Plan of Merger, datedDecember 14, 2020 , by and amongChemomab Therapeutics Ltd. (formerly known asAnchiano Therapeutics Ltd. ),Chemomab Ltd. andCMB Acquisition Ltd. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K (File No. 001-38807) filed onDecember 15, 2020 ) 3.1 Amended and Restated Articles ofAssociation of Chemomab Therapeutics Ltd. (formerly known asAnchiano Therapeutics Ltd. ) 10.1 Form of Securities Purchase Agreement, datedMarch 15, 2021 , by and betweenChemomab Therapeutics Ltd. (formerly known asAnchiano Therapeutics Ltd. ) and certain purchasers 10.2 Form of American Depositary Shares Purchase Warrant of ChemomabTherapeutics Ltd. 10.3 Form of Anti-Dilution Warrant ofChemomab Therapeutics Ltd. (formerly known asAnchiano Therapeutics Ltd. ) 10.4* Asset Purchase and Assignment Agreement, dated as ofMarch 16, 2021 , made betweenAnchiano Therapeutics, Inc. andKestrel Therapeutics, Inc. 10.5# Form of Indemnification Agreement ofChemomab Therapeutics Ltd. (formerly known asAnchiano Therapeutics Ltd. ) (incorporated by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-4 (File No. 333-252070) filed onFebruary 10, 2021 ) 99.1 Press Release, issued onMarch 15, 2021 . 99.2 Press Release, issued onMarch 16, 2021 . * Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to theSEC upon request. # Indicates a management contract or any compensatory plan, contract or
arrangement.
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