6-K
Chemomab Therapeutics Ltd. (CMMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number 001-38807
CHEMOMAB THERAPEUTICS LTD.
(Translation of registrant’s name into English)
6 Habarzel Street, Building C, 10th Floor, Tel-Aviv, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Chemomab Therapeutics Ltd. (the “Company”) hereby furnishes under this Report of Foreign Private Issuer on Form 6-K (the “Form 6-K”) the following: (i) unaudited condensed consolidated financial statements of the Company as of and for the three and six-months ended June 30, 2025, as Exhibit 99.1 to this Form 6-K; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes the Company’s operational and financial condition and results of operations as of and for the three and six-month period ended June 30, 2025, as Exhibit 99.2 to this Form 6-K; and (iii) a press release, dated August 14, 2025, titled “Chemomab Therapeutics Announces Second Quarter 2025 Financial Results and Provides a Corporate Update,” as Exhibit 99.3 to this Form 6-K.
Exhibits 99.1, 99.2 and 99.3 to this Report on Form 6-K shall be deemed to be incorporated by reference into Company’s Registration Statements on Form F-3 (File No. 333-275002 and No. 333-281750) and Form S-8 (File No. 333-259489 and No. 333-266868).
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Unaudited Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025. |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 99.3 | Press Release dated August 14, 2025, titled “Chemomab Therapeutics Announces Second Quarter 2025 Financial Results and Provides a Corporate Update”. |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Interim Consolidated Balance Sheets, (ii) Unaudited Interim Consolidated Statements of Operations, (iii) Unaudited Interim Consolidated Statements of Comprehensive Loss, (iv) Unaudited Consolidated Statements of Redeemable Convertible Preferred Shares and Changes in Shareholders’ Equity (v) Unaudited Consolidated Statements of Cash Flows and (vi) related notes to these consolidated financial statements. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHEMOMAB THERAPEUTICS LTD. | ||
|---|---|---|
| Date: August 14, 2025 | By: | /s/ Sigal Fattal |
| Sigal Fattal | ||
| Chief Financial Officer |
Chemomab Therapeutics Ltd. - 1534248 - 2025
Exhibit 99.1
| Chemomab Therapeutics Ltd. and its subsidiaries<br><br><br><br>Interim Condensed Consolidated Financial Statements<br><br><br><br>As of June 30, 2025<br><br><br><br>(Unaudited) |
|---|
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Financial Statements as of June 30, 2025 (Unaudited)
Contents
Page
| Interim Condensed Consolidated Balance Sheets | 3 |
|---|---|
| Interim Condensed Consolidated Statements of Operations | 4 |
| Interim Condensed Consolidated Statements of Changes in Equity | 5-6 |
| Interim Condensed Consolidated Statements of Cash Flow | 7 |
| Notes to the Interim Condensed Consolidated Financial Statements | 8-13 |
2
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Balance Sheets (Unaudited)
In USD thousands (except for share amounts)
| June 30, | December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 5,448 | 6,071 | ||||||
| Short term bank deposits | 3,917 | 8,195 | ||||||
| Restricted cash | 148 | 76 | ||||||
| Other receivables and prepaid expenses | 1,101 | 1,698 | ||||||
| Total current assets | 10,614 | 16,040 | ||||||
| Non-current assets | ||||||||
| Long term prepaid expenses | 298 | 385 | ||||||
| Property and equipment, net | 217 | 250 | ||||||
| Operating lease right-of-use assets | 6 | - | 289 | |||||
| Total non-current assets | 515 | 924 | ||||||
| Total assets | 11,129 | 16,964 | ||||||
| Current liabilities | ||||||||
| Trade payables | 378 | 666 | ||||||
| Accrued expenses | 666 | 1,563 | ||||||
| Employee and related expenses | 386 | 874 | ||||||
| Operating lease liabilities | 6 | - | 115 | |||||
| Total current liabilities | 1,430 | 3,218 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities - long term | 6 | - | 209 | |||||
| Total non-current liabilities | - | 209 | ||||||
| Commitments and contingent liabilities | ||||||||
| Total liabilities | 1,430 | 3,427 | ||||||
| Shareholders' equity (*) | ||||||||
| Ordinary shares no par value - Authorized: 4,650,000,000 shares as of June 30, 2025, and as of December 31, 2024;<br><br> <br>Issued and outstanding: 413,851,140 Ordinary shares as of June 30, 2025 and 377,132,220 as of December 31, 2024; | - | - | ||||||
| Additional paid in capital | 117,702 | 116,160 | ||||||
| Accumulated deficit | (108,003 | ) | (102,623 | ) | ||||
| Total shareholders’ equity | 9,699 | 13,537 | ||||||
| Total liabilities and shareholders’ equity | 11,129 | 16,964 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares
3
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Statements of Operations (Unaudited)
In USD thousands (except for share and per share amounts)
| Six months | Six months | |||||
|---|---|---|---|---|---|---|
| Ended | Ended | |||||
| June 30, | June 30, | |||||
| Note | 2025 | 2024 | ||||
| Operating expenses | ||||||
| Research and development | 7 | 3,780 | 6,080 | |||
| General and administrative | 8 | 1,969 | 1,736 | |||
| Total operating expenses | 5,749 | 7,816 | ||||
| Financing income, net | 369 | 317 | ||||
| Loss before taxes | 5,380 | 7,499 | ||||
| Taxes on income | - | - | ||||
| Net loss for the period | 5,380 | 7,499 | ||||
| Basic and diluted loss per Ordinary Share (*) | 0.012 | 0.026 | ||||
| --- | --- | --- | ||||
| Weighted average number of Ordinary Shares outstanding, basic, and diluted (*) | 459,829,621 | 285,111,876 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares
4
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Statements of Changes in Equity (Unaudited)
In USD thousands (except share amounts)
| Ordinary<br><br> <br>Shares (*)(**) | Additional<br> paid in<br> <br> capital | Accumulated<br> <br> Deficit | Total Shareholders’ equity | |||||
|---|---|---|---|---|---|---|---|---|
| Number | ||||||||
| For the Six-month period ended on June 30, 2025 | ||||||||
| Balance as of January 1, 2025 | 377,132,220 | ) | ||||||
| Share-based compensation | - | |||||||
| Issuance of shares, net of issuance expenses | 124,240 | |||||||
| Net loss for the period | - | ) | ) | |||||
| Balance as of March 31, 2025 | 377,256,460 | ) | ||||||
| Share-based compensation | - | |||||||
| Exercise of options | 62,500 | |||||||
| Exercise of Prefunded warrants | 16,194,340 | |||||||
| Issuance of shares, net of issuance expenses | 20,337,840 | |||||||
| Net loss for the period | - | ) | ) | |||||
| Balance as of June 30, 2025 | 413,851,140 | ) |
All values are in US Dollars.
(*) Ordinary shares no par value
(**) 1 American Depositary Share (ADS) represents 20 Ordinary Shares
5
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Statements of Changes in Equity (Unaudited)
In USD thousands (except share amounts)
| Ordinary<br><br> <br>Shares (*)(**) | Additional<br> paid in<br> <br> capital | Accumulated<br> <br> Deficit | Total Shareholders’ equity | |||||
|---|---|---|---|---|---|---|---|---|
| Number | ||||||||
| For the Six-month period ended on June 30, 2024 | ||||||||
| Balance as of January 1, 2024, | 284,094,700 | ) | ||||||
| Share-based compensation | - | |||||||
| Issuance of shares, net of issuance expenses | 285,260 | |||||||
| Net loss for the period | - | ) | ) | |||||
| Balance as of March 31, 2024 | 284,379,960 | ) | ||||||
| Share-based compensation | - | |||||||
| Issuance of shares, net of issuance expenses | 2,803,840 | |||||||
| Net loss for the period | - | ) | ) | |||||
| Balance as of June 30, 2024 | 287,183,800 | ) |
All values are in US Dollars.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
(*) Ordinary shares no par value
(**) 1 American Depositary Share (ADS) represents 20 Ordinary Shares
6
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Statements of Cash Flows (Unaudited)
In USD thousands
| Six months | Six months | |||||
|---|---|---|---|---|---|---|
| ended | ended | |||||
| June 30, | June 30, | |||||
| 2025 | 2024 | |||||
| Cash flows from operating activities | ||||||
| Net loss for the period | (5,380 | ) | (7,499 | ) | ||
| Adjustments for operating activities: | ||||||
| Depreciation | 33 | 27 | ||||
| Share-based compensation | 245 | 355 | ||||
| Change in other receivables and prepaid expenses (short and long term) | 684 | 470 | ||||
| Change in operating leases | - | 19 | ||||
| Gain on lease termination | (35 | ) | - | |||
| Change in trade payables | (288 | ) | 597 | |||
| Change in accrued expenses | (915 | ) | (877 | ) | ||
| Change in employees and related expenses | (488 | ) | (283 | ) | ||
| (764 | ) | 308 | ||||
| Net cash used in operating activities | (6,144 | ) | (7,191 | ) | ||
| Cash flows from investing activities | ||||||
| Decrease in bank deposits | 4,278 | 2,801 | ||||
| Net cash provided by investing activities | 4,278 | 2,801 | ||||
| Cash flows from financing activities | ||||||
| Exercise of Options | 2 | - | ||||
| Issuance of shares | 1,313 | 132 | ||||
| Net cash provided by financing activities | 1,315 | 132 | ||||
| Decrease in cash, cash equivalents and restricted cash | (551 | ) | (4,258 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 6,147 | 9,368 | ||||
| Cash, cash equivalents and restricted cash at end of period | 5,596 | 5,110 | ||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||
| --- | --- | --- | ||||
| Accrued issuance expenses | 18 | - |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
7
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General
Chemomab Therapeutics Ltd. (the “Company") is an Israeli-based company incorporated under the laws of the State of Israel in September 2011. The Company’s registered office is located in Kiryat Atidim, Tel Aviv, Israel. The Company is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high-unmet medical need that involve inflammation and fibrosis. The wholly owned subsidiaries of the Company are: Chemomab Ltd. ("Chemomab"), Chemomab Therapeutics Israel Ltd. and Chemomab Therapeutics Inc.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, the Company has incurred recurring losses from operations as of June 30, 2025 of approximately $108 million and negative cash flows from operating activities in the six months ended June 30, 2025 of $6.1 million with currently no products approved for sale.
As of June 30, 2025, the Company had cash, cash equivalents, restricted cash and short-term deposits of $9.5 million. The Company’s current cash resources are sufficient to meet its planned expenditures through the end of June 2026. These indicators raise substantial doubt about its ability to continue as a going concern. The Company will be required to raise additional funds to support its operations and continue as a going concern. While management believes that the Company can raise additional funds, there can be no assurance that these efforts will be successful or sufficient. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 - Basis of Presentation and Significant Accounting Policies
A. Basis of Preparation
The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of June 30, 2025, and its results of operations for the six and three months ended June 30, 2025, and 2024, changes in shareholders’ equity for the six and three months ended June 30, 2025, and 2024, and cash flows for the six months ended June 30, 2025, and 2024. The results of operations for the six and three months ended June 30, 2025. are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2024. included in the Company’s Annual Report on Form 20-F. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.
B. Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
8
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIESNOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Segments
The Company has one reportable segment, focused on the research and development of therapeutics for conditions with high unmet medical needs involving inflammation and fibrosis. The Company’s Chief Operating Decision Maker ("CODM") is its Chief Executive Officer.
The segment is managed on a consolidated basis, and the CODM uses total operating expenses and consolidated net loss to assess performance, forecast future financial results, and allocate resources.
In evaluating the Company's financial performance and making strategic decisions, the CODM regularly reviews operating expenses by function. The CODM is provided only with consolidated expense data, as presented in the statement of operations. This includes a review of actual versus budgeted expenses, with particular focus on key spending categories such as payroll and related costs, clinical trial expenditures, manufacturing expenses, consultant fees, and other direct external program costs (see Notes 7 and 8).
Note 4 - Share Capital
| A. | Right attached to shares |
|---|
Ordinary shares
All of the issued and outstanding ordinary shares of the Company are duly authorized, validly issued, fully paid and non-assessable. The ordinary shares are not redeemable, and each ordinary share is entitled to one vote. The holders of the ordinary shares have the right to vote and participate in shareholders' meetings, the right to receive profits, and the right to participate in the accumulated earnings when the Company is dissolved.
1. Voting
The holders of ordinary shares are entitled to vote on all matters submitted to shareholders for a vote.
2. Dividends
The holders of the ordinary shares are entitled to receive dividends, when and as declared by the Board of Directors, and out of funds legally available.
Since its inception, the Company has not declared any dividends.
| B. | Financing rounds |
|---|
In October 2023, the Company entered into an At the Market Offering Agreement (the "Roth ATM Agreement") with Roth Capital Partners, LLC, (“Roth”). According to the Roth ATM Agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $2,863,664 through Roth or the Roth ATM Agreement. The Company filed on November 3, 2023 a prospectus supplement as part of a registration statement on Form F-3 (File No. 333-275002). In November 2024, the Company filed a prospectus supplement that amended and supplemented the prospectus supplement, dated November 3, 2023. Under the November 2024 prospectus supplement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $8,626,564 through Roth.
9
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIESNOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Share Capital (cont’d)
From October 30, 2023, through June 30, 2025, the Company issued 3,326,113 ADSs at an average price of approximately $1.18 per ADS under the Roth ATM Agreement, resulting in net proceeds of $3,641 thousand. The Roth ATM Agreement was terminated by the Company in Q2 2025.
| C. | Share-based compensation |
|---|
The expenses that were recognized in the consolidated statements of operations for services received from employees and service providers are as follows:
| Six Months ended | Six Months ended | |
|---|---|---|
| June 30, | June 30, | |
| 2025 | 2024 | |
| thousands | thousands | |
| Research and development | ||
| General and administrative | ||
| Total share-based compensation expenses |
All values are in US Dollars.
The number and weighted average exercise price of options are as follows:
| Weighted average<br><br> <br>exercise price | Number<br><br> <br>of options | Weighted<br><br> <br>average<br><br> <br>remaining contractual life (in years) | |||||
|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2025 | June 30, 2025 | |||||
| Outstanding at January 1, 2025 | 0.15 | 32,050,300 | 7.34 | ||||
| Exercised | 0.55 | (62,500 | ) | ||||
| Forfeited | 0.11 | (2,282,620 | ) | ||||
| Granted | 0.06 | 4,761,520 | 9.80 | ||||
| Outstanding at June 30, 2025 | 0.14 | 34,466,700 | 6.6 |
10
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIESNOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Share Capital (cont’d)
| C. | Share-based compensation (cont’d) |
|---|
The number of RSAs is as follows:
| Number of RSAs | |||
|---|---|---|---|
| RSA | June 30, 2025 | ||
| Unvested at beginning of the year | 6,443,900 | ||
| Granted | 4,370,920 | ||
| Vested | - | ||
| Forfeited | (810,360 | ) | |
| Outstanding at June 30, 2025 | 10,004,460 |
Note 5 - Net Loss Per Share Attributable to Ordinary Shareholders
Basic net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of ordinary shares outstanding. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the additional ordinary shares of were dilutive. Diluted net loss per share is the same as basic net loss per share of ordinary share, as the effect of potentially dilutive securities is antidilutive.
The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented:
| Six Months ended<br> June 30, | Six Months ended<br><br> <br>June 30, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| In thousands, except share and<br> per share data | |||
| Numerator: | |||
| Net loss | 7,499 | ||
| Denominator: | |||
| Weighted-average number of ordinary shares used in computing net loss<br><br> <br>per share attributable to ordinary shareholders, basic and diluted | 285,111,876 | ||
| Net loss per share attributable to ordinary shareholders, basic | |||
| and diluted | 0.026 |
All values are in US Dollars.
11
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIESNOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Leases
The Company leases office and laboratory space in Atidim Park, Tel Aviv, under an operating lease originally entered into on May 10, 2020, for a three-year term, with an option to extend for an additional three years. On October 24, 2021, the Company amended the lease (the "Amendment") to lease a larger space in the same location through October 2024. In September 2024, the Company further extended the lease through October 2027.
On September 30, 2024, the Company signed an addendum to the lease agreement providing the option to early terminate the lease with a 120-day notice period. In April 2025, the Company exercised this early termination right. As a result, the lease was terminated in August 2025.
In connection with the early termination, the Company derecognized the related operating lease right-of-use (“ROU”) asset and lease liability from its condensed consolidated balance sheet during the three months ended June 30, 2025. The derecognition had no material impact on the Company’s statement of operations.
Note 7 - Research and Development
| Six Months ended | Six Months ended | |
|---|---|---|
| June 30, | June 30, | |
| 2025 | 2024 | |
| thousands | thousands | |
| Consultants and subcontractors | ||
| Salaries and related expenses | ||
| Lease and maintenance | ||
| Share-based compensation | ||
| Other expenses | ||
All values are in US Dollars.
Note 8 - General and Administrative
| Six Months ended | Six Months ended | |
|---|---|---|
| June 30, | June 30, | |
| 2025 | 2024 | |
| thousands | thousands | |
| Salaries, fees and related expenses | ||
| Professional services | ||
| Share-based compensation | ||
| Fees to directors | ||
| Directors' and Officers' Insurance | ||
| Lease and maintenance | ||
| Other expenses | ||
All values are in US Dollars.
12
CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIESNOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 – Subsequent events
In July 2025, the Company entered into a Sales Agreement with LifeSci Capital, LLC, pursuant to which it may offer and sell, from time to time, American Depositary Shares (“ADSs”), each representing 20 ordinary shares, in an at-the-market offering (“ATM Offering”) for aggregate gross proceeds of up to $7.26 million. The Company is not obligated to sell any ADSs under the Sales Agreement, which may be terminated by either party in accordance with its terms.
13
Exhibit 99.2
CHEMOMAB THERAPEUTICS LTD.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Report on Form 6-K contains forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of this Report on Form 6-K. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, the risks set forth under the caption “Risk Factors” below, which are incorporated herein by reference as well as those business risks and factors described elsewhere in this report and in our other filings with the Securities and Exchange Commission (the “SEC”), specifically our most recent Annual Report on Form 20-F filed with the SEC on April 4, 2025 (the “2024 Annual Report”) and our Reports of Foreign Private Issuer on Form 6-K. All forward-looking statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
CERTAIN TERMS USED IN THIS CURRENT REPORT ON FORM 6-K
As used in this Current Report on Form 6-K, unless the context otherwise requires:
| • | references to “Chemomab Therapeutics Ltd.”, “Chemomab,” the “Company,” “us,” “we” and “our” refer to Chemomab Therapeutics Ltd. an Israeli Company and its consolidated subsidiaries, although<br> with respect to the presentation of financial results for historical periods that preceded the Merger (as defined below), these terms refer to the financial results of Chemomab Ltd., which was the accounting acquirer in the Merger; |
|---|---|
| • | references to “ordinary shares,” “our shares” and similar expressions refer to the Company’s ordinary shares, no nominal (par) value; |
| --- | --- |
| • | 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; |
| --- | --- |
| • | references to “dollars,” “U.S. dollars” and “$” are to U.S. Dollars; |
| --- | --- |
| • | references to “NIS” are to New Israeli Shekels; |
| --- | --- |
| • | references to the “SEC” are to the U.S. Securities and Exchange Commission; and |
| --- | --- |
| • | 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<br> 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<br> Chemomab Ltd. became primarily the business conducted by the Company. |
| --- | --- |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Company Overview
We are a clinical-stage biotechnology company focused on the discovery and development of innovative therapeutics for fibrotic and inflammatory diseases with high unmet needs. Based on the unique and pivotal role of the soluble protein CCL24 in promoting fibrosis and inflammation, we have developed nebokitug, a monoclonal antibody designed to bind and block CCL24 activity. Nebokitug has demonstrated the potential to treat multiple severe and life-threatening fibrotic and inflammatory diseases.
We have pioneered the therapeutic targeting of CCL24, a chemokine also known as eotaxin-2, which promotes various types of cellular processes that regulate inflammatory and fibrotic activities through the CCR3 receptor. CCL24 is expressed in various types of cells, including immune cells, endothelial cells and epithelial cells. We have developed a novel CCL24-inhibiting product candidate with dual anti-fibrotic and anti-inflammatory activity that modulates the complex interplay of these inflammatory and fibrotic mechanisms, which drive abnormal states of fibrosis and fibrotic diseases. This innovative approach is currently being developed for difficult-to-treat rare diseases, also known as orphan indications or diseases, such as primary sclerosing cholangitis (PSC) and systemic sclerosis (SSc), for which patients have no established disease-modifying or standard-of-care treatment options. We estimate that there are approximately 77,000 patients suffering from PSC in the United States, European Union and Japan, representing a more than $1 billion market opportunity, and approximately 170,000 patients suffering from SSc in those same markets, representing a more than $1.5 billion market opportunity.
Nebokitug, our lead clinical product candidate, is a first-in-class humanized monoclonal antibody that attenuates the basic function of CCL24 as a regulator of major inflammatory and fibrotic pathways. We have demonstrated that nebokitug interferes with the underlying biology of inflammation and fibrosis through a novel and differentiated mechanism of action. We have recently completed a Phase 2 clinical study in PSC, a rare obstructive and cholestatic liver disease. Positive topline results from the double-blinded portion of this trial were reported in July 2024 and results from the open label part were reported in March 2025. The Company had an End-of-Phase 2 meeting with the FDA in December 2024. At this meeting, the FDA and Chemomab agreed on the design for a single Phase 3 pivotal PSC trial that could result in full regulatory approval of nebokitug for patients with PSC.
The randomized, placebo-controlled Phase 2 study design included two doses of nebokitug (10 or 20mg/kg) vs placebo, administered once every three weeks for 15 weeks, as well as an open label extension in which all nebokitug eligible patients could receive nebokitug for an additional 33 weeks. In the Phase 2 study, nebokitug achieved its primary endpoint of safety and tolerability and demonstrated anti-fibrotic, anti-inflammatory and anti-cholestatic effects across a broad range of disease-related secondary efficacy endpoints, including statistically significant improvements in liver stiffness, a key PSC disease marker, after just 15-weeks of treatment. Moreover, nebokitug showed a reduction in total bilirubin, an important marker of cholestasis and liver health, as well as reductions in pruritus, a cholestatic indicator of great relevance to patients. Nebokitug is the first investigational drug being developed for PSC to exhibit broad, clinically relevant effects on all three components of the disease, establishing clinical proof-of-concept and providing further evidence of its multifactorial mechanism of action and disease-modifying potential. The open label extension portion of the trial showed the nebokitug continued to demonstrate good tolerability safety and anti-fibrotic, anti-inflammatory and anti-cholestatic activity up to 48 weeks of treatment.
Chemomab and the FDA aligned on a clinical events-driven Phase 3 trial design, The trial is planned to be a randomized placebo-controlled clinical event-driven study. Patients in the active treatment arm will receive 20 mg/kg of nebokitug administered intravenously every three weeks. The primary endpoint is the time-to-first clinical event. The endpoint is a composite encompassing multiple, equally-weighted adverse clinical events associated with PSC disease progression, which may include acute cholangitis, biliary strictures requiring intervention, portal hypertension, hepatic decompensation, elevated MELD score (a measure associated with the need for liver transplant), liver transplantation, cholangiocarcinoma and death. Enrolled patients remain in the trial until they experience an event, and the trial continues until the requisite number of events has been collected. Clinical events will be assessed in a blinded fashion by an independent clinical endpoint adjudication committee. Several hundred PSC patients will be enrolled in the trial, and the study population will be enriched for patients with moderate to advanced disease. Chemomab expects to leverage the strong relationships with global clinical investigators it developed during its successful Phase 2 SPRING study to facilitate enrollment in the nebokitug pivotal trial. However, the company has not yet initiated the Phase 3 trial and is currently engaged in discussions with strategic partners in an effort to secure funding for all or part of this clinical study.
The nebokitug SSc clinical program is Phase 2-ready and we have an open IND in the United States for a Phase 2 clinical trial. However, Chemomab has suspended initiation of this study while we focus our resources on the PSC Program. We believe that nebokitug could have disease-modifying potential in this poorly treated condition.
While our primary focus is on these two rare indications, early in 2024 we reported results from a completed Phase 2a clinical study in patients with liver fibrosis due to metabolic dysfunction-associated steatohepatitis (MASH). This trial provided safety and pharmacokinetic (“PK”) data and information useful for assessing our current subcutaneous formulation of nebokitug. Additionally, the trial measured a number of biomarkers that may be relevant to the activity of nebokitug in other fibro-inflammatory conditions. The results showed that the trial met its primary endpoint of safety and tolerability, and that nebokitug demonstrated consistent data trends and positive activity across secondary endpoints that included a range of liver fibrosis biomarkers and physiologic assessments. A secondary analysis, that further confirmed and extended these initial results was reported at the 2023 EASL Congress in June 2023.
Fibrosis is the abnormal and excessive accumulation of collagen and extracellular matrix, the non-cellular component in all tissues and organs, which provides structural and biochemical support to surrounding cells. When present in excessive amounts, collagen and extracellular matrix lead to scarring and thickening of connective tissues, affecting tissue properties and potentially leading to organ dysfunction and failure. Fibrosis can occur in many different tissues, including lung, liver, kidney, muscle, skin, and the gastrointestinal tract, resulting in a wide array of progressive fibrotic conditions. Fibrosis and inflammation are intrinsically linked. While a healthy inflammatory response is necessary for efficient tissue repair; after disease or injury, an excessive, uncontrolled inflammatory response can lead to tissue fibrosis that in turn can further stimulate inflammatory processes in a fibro-inflammatory vicious cycle.
Recent Developments
In August 2025, we announced our plan to change the ratio of our ADSs to our ordinary shares (the “ADS Ratio”), from the current ADS Ratio of one ADS to 20 ordinary shares to a new ADS Ratio of one ADS to 80 ordinary shares, effective on August 26, 2025. We will continue to be traded on the Nasdaq Capital Market under the ticker “CMMB”, with an updated CUSIP Number of 16385C203. This ratio adjustment will essentially serve as a one-for-four reverse ADS split for ADS holders, requiring no action on their part. The Bank of New York Mellon, serving as the depositary bank for our ADS program, will arrange for the exchange of every four existing ADSs held for one new ADS on the effective date. There will be no issuance of new ADSs in connection with the adjustment. Any fractional shares resulting from the adjustment will be aggregated and the depositary bank will attempt to sell them and distribute the net proceeds to the respective ADS holders.
In July 2025, we entered into a Sales Agreement with LifeSci Capital, LLC (“LifeSci”) pursuant to which we may offer and sell, from time to time, ADSs through LifeSci in an At-the-Market offering for an aggregate offering price of up to $7,258,687.
In June 2025, we reported that two new patents covering the use of nebokitug for the treatment of liver diseases including primary sclerosing cholangitis were issued in China and Russia, providing coverage up to 2041. These new patents further expand the protections provided by nebokitug’s composition of matter and methods and use patents issued in the U.S., Europe, Japan and additional key territories
In June 2025, we obtained confirmation from the FDA on two development milestones for the nebokitug Phase 3 program. These included agreement with the FDA on the Chemistry, Manufacturing, and Controls (CMC) strategy proposed by us and our contract manufacturing partner and agreement that additional animal toxicology testing required by the FDA may be conducted in parallel with the nebokitug Phase 3 clinical trial and submitted as part of the planned Biologics Licensing Application (BLA). This represents a favorable outcome for us and supports the timely advancement of the program.
In May and June, 2025, we reported that Phase 2 clinical data on nebokitug for the treatment of PSC was presented at several major scientific conferences including DDW25--Digestive Disease Week 2025^®^; EASL 2025--the Annual Congress of the European Association for the Study of the Liver; and BSG LIVE'25-the British Society of Gastroenterology’s annual meeting. The DDW25 presentation was an oral presentation in the Liver & Biliary Distinguished Abstract Plenary session and Professor Douglas Thorburn’s talk on the nebokitug SPRING trial results was awarded the prize for the Best Oral Presentation in its respective category at BSG LIVE'25.
In April 2025 we announced that David M. Weiner, MD, had rejoined Chemomab as Interim Chief Medical Officer, replacing Chief Medical Officer Matt Frankel, MD, who resigned to pursue other opportunities. Dr. Weiner spearheaded key revisions to the Phase 2 SPRING trial protocol and brings extensive biotechnology and pharmaceutical industry R&D, drug development and strategic experience to Chemomab. The Company also announced that Jack Lawler, who oversaw the conduct of our successful Phase 2 SPRING trial, was named Chief Development Officer.
Corporate Information
We were incorporated on September 22, 2011, under the laws of the State of Israel. In March 2021, in connection with the Merger, we changed our name from Anchiano Therapeutics Ltd. to Chemomab Therapeutics Ltd. Our principal executive offices are located 6 Habarzel Street, Building C, 10th Floor Tel Aviv 6971010 Israel and our phone number is +972-77-331-0156. Our website is: www.chemomab.com.
Comparison of Period-to-Period Results of Operations
The following tables summarize our results of operations in dollars. The period-to-period comparison of results is not necessarily indicative of results for future periods.
Components of Operating Results
Revenues
To date, we have not generated any revenue. We do not expect to generate revenue unless and until we obtain regulatory approval and commercialize a product candidate, or until we receive revenue from a collaboration such as a co-development or out-licensing agreement. There can be no assurance that we will receive such regulatory approvals, and if any product candidate is approved, that we will be successful in commercializing it.
Research and Development Expenses
Research and development expenses consist primarily of costs incurred in connection with the development of our product candidates. These expenses include:
| • | expenses incurred under agreements with contract research organizations or contract manufacturing organizations, as well as investigative sites and consultants that conduct our clinical<br> trials, preclinical studies and other scientific development services; |
|---|---|
| • | manufacturing scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials; |
| • | employee-related expenses, including salaries, related benefits, travel and share-based compensation expenses for employees engaged in research and development functions, as well as external<br> costs, such as fees paid to outside consultants engaged in such activities; |
| • | license maintenance fees and milestone fees incurred in connection with various license agreements; |
| • | costs related to compliance with regulatory requirements; and |
| • | depreciation and other expenses. |
| --- | --- |
We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers.
We do not allocate costs of employees who are not engaged directly in Research and development or facility expenses, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified. We use our internal resources primarily to oversee research, as well as for managing our preclinical development, process development, manufacturing and clinical development activities. Our employees work across multiple programs and, therefore, we do not track costs by program.
Research and development activities are fundamental to our business. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially over the next several quarters and years as we continue to advance the development of our product candidates. We also expect to incur additional expenses related to milestone and royalty payments payable to third parties with whom we have entered into license agreements to acquire the rights to its product candidates.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, related benefits and share-based compensation expenses for personnel in executive and administrative functions. General and administrative expenses also include professional fees for legal, consulting, accounting and audit services.
We anticipate that our general and administrative expenses will increase in the future as we increase headcount and general activities to support our continued research activities and development of our product candidates as well as expanding our presence in the United States. Additionally, if and when we believe that regulatory approval of a product candidate appears likely, we expect to incur an increase in payroll and related expenses as a result of our preparation for commercial operations, especially as it relates to the sales and marketing of any product candidate.
Results of Operations
Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024
Below is a summary of our results of operations for the periods indicated:
Six Months ended June 30, 2025, compared to the six months ended June 30, 2024
| Six months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | Increase/(decrease) | ||||||||||
| 2025 | 2024 | % | |||||||||
| (in thousands) | |||||||||||
| Operating expenses: | |||||||||||
| Research and development | $ | 3,780 | $ | 6,080 | ) | (38 | )% | ||||
| General and administrative | $ | 1,969 | $ | 1,736 | 13 | % | |||||
| Operating loss | $ | (5,749 | ) | $ | (7,816 | ) | (26 | )% | |||
| Financing Income, net | $ | 369 | $ | 317 | 16 | % | |||||
| Income Tax | - | - | % | ||||||||
| Net loss | $ | (5,380 | ) | $ | (7,499 | ) | (28 | )% |
All values are in US Dollars.
Our results of operations have varied in the past and can be expected to vary in the future due to numerous factors. We believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications of future performance.
Research and development expenses
Research and development expenses decreased by approximately $2.3 million, or 38%, for the six months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily due to the conclusion of the Phase 2 SPRING clinical trial in early 2025, whereas in the prior period expenses included costs related to the manufacturing of the drug for that clinical trial.
General and administrative expenses
General and administrative expenses increased by approximately $0.2 million, or 13%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase was primarily due to a $0.13 million increase in share-based payment expenses and a $0.11 million increase in business development consulting expenses.
Financing income, net
Financing income, net for the six months ended June 30, 2025, was $369 thousand, compared to $317 thousand in the same period in 2024. The increase was mainly attributable to higher interest income from bank deposits and exchange rate differences.
Liquidity and Capital Resources
Since inception, we have not generated any revenue and have incurred significant operating losses and negative cash flows from our operations, resulting in an accumulated deficit as of June 30, 2025, of $108 million. We have funded our operations to date primarily with proceeds from the sale of our ADSs, and Pre-Funded Warrants . Cash in excess of immediate requirements is invested primarily with a view to liquidity and capital preservation.
During the period from April 30, 2021 through October 31, 2023, we sold an aggregate of 1,603,211 ADSs pursuant to the Sales Agreement, dated April 30, 2021, with Cantor Fitzgerald & Co. for a total gross consideration of $17.6 million.
In October 2023, the Company entered into an At-the-Market Offering Agreement (the “Roth ATM Agreement”) with Roth Capital Partners, LLC, (“Roth”). According to the Roth ATM Agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $2,863,664 through Roth or the Roth ATM Agreement. The Company filed on November 3, 2023, a prospectus supplement as part of a registration statement on Form F-3 (File No. 333-275002). In November 2024, the Company filed a prospectus supplement that amended and supplemented the prospectus supplement, dated November 3, 2023. Under the November 2024 prospectus supplement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $8,626,564 through Roth.
From October 30, 2023, through June 30, 2025, the Company issued 3,326,113 ADSs at an average price of approximately $1.18 per ADS under the Roth ATM Agreement, resulting in net proceeds of $3,641 thousand. The Roth ATM Agreement was terminated by the Company in Q2 2025.
In July 2025, the Company entered into an At the Market Offering Agreement (the “LifeSci ATM Agreement”) with LifeSci Capital LLC. According to the LifeSci ATM Agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $7,258,687 through the LifeSci ATM Agreement
On July 25, 2024, the Company entered into the Securities Purchase Agreement with existing and new investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers: (i) 4,148,867 ADSs, at a purchase price of $1.235 per ADS; and (ii), in lieu of ADSs, Pre-Funded Warrants to purchase up to 3,948,300 ADSs at a purchase price of $ 1.2349 per ADS. The Pre-Funded Warrants have an exercise price of $0.0001 per ADS, are immediately exercisable and remain exercisable until exercised in full. In Q2 2025, a total of 809,717 Pre-Funded Warrants were exercised, resulting in the issuance of 809,717 ADSs.
The Private Placement closed on July 30, 2024, and the Company received gross proceeds of approximately $10.0 million before deducting any offering expenses payable by the Company.
As of June 30, 2025, we had approximately $9.5 million of cash, cash equivalents, short-term bank deposits, and restricted cash.
Developing product candidates, conducting clinical trials and commercializing products are expensive, and we will need to raise substantial additional funds to achieve our strategic objectives. We believe that our existing cash resources, will be sufficient to fund our projected cash requirements through the end of Q2 2026. Nevertheless, we will require significant additional financing in the future to fund our operations, including if and when we progress into additional clinical trials, obtain regulatory approval for any of our product candidates and commercialize the same. We believe that we will need to raise significant additional funds before we have any cash flow from operations, if at all. Our future capital requirements will depend on many factors, including:
| • | the progress and costs of our preclinical studies, clinical trials and other research and development activities; |
|---|---|
| • | the scope, prioritization and number of our clinical trials and other research and development programs; |
| • | the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to our product candidates; |
| • | the costs of the development and expansion of our operational infrastructure; |
| • | the costs and timing of obtaining regulatory approval for our product candidates; |
| • | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
| • | the costs and timing of securing manufacturing arrangements for clinical or commercial production; |
| • | the costs of contracting with third parties to provide sales and marketing capabilities for us; |
| • | the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms; |
| • | the magnitude of our general and administrative expenses; and |
| • | any cost that we may incur under future in- and out-licensing arrangements relating to our product candidates. |
| --- | --- |
We currently do not have any commitments for future external funding. In the future, we will need to raise additional funds, and we may decide to raise additional funds even before we need such funds if the conditions for raising capital are favorable. Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financings, credit facilities or by out-licensing applications of our product candidates, or other strategic options. The sale of equity or convertible debt securities may result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also subject us to covenants that restrict our operations. We cannot be certain that additional funding, whether through grants from the Israel Innovation Authority, financings, credit facilities or out-licensing arrangements, will be available to us on acceptable terms, if at all. If sufficient funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to, one or more applications of our product candidates, or obtain funds through arrangements with collaborators or others that may require us to relinquish rights to certain potential products that we might otherwise seek to develop or commercialize independently.
Cash Flows
The table below shows a summary of our cash flow activities for the six months ended June 30, 2025, compared to the six months ended June 30, 2024:
| Six months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, | Change | ||||||||
| 2025 | 2024 | % | |||||||
| (in thousands) | |||||||||
| Net cash used in operating activities | $ | (6,144 | ) | $ | (7,191 | ) | (15 | )% | |
| Net cash provided by investing activities | $ | 4,278 | $ | 2,801 | 53 | % | |||
| Net cash provided by financing activities | $ | 1,315 | $ | 132 | 896 | % | |||
| Net decrease in cash, cash equivalents and restricted cash | $ | (551 | ) | $ | (4,258 | ) | (87 | )% |
All values are in US Dollars.
Operating activities
Net cash used in operating activities decreased by $1 million, or 15%, for the six months ended June 30, 2025, compared to the same period in 2024. This decrease was primarily due to a reduction in net loss of $2.1 million and a decrease of $0.2 million in other receivables and prepaid expenses, partially offset by a $0.9 million decrease in trade payables and a $0.2 million decrease in employee and related expenses.
Investing activities
Net cash provided by investing activities for the six months ended June 30, 2025, increased by approximately $1.5 million compared to same period in 2024. The increase is primarily related to a decrease in short-term bank deposits.
Financing activities
Net cash provided by financing activities for the six months ended June 30, 2025, increased by approximately $1.2 million compared to the same period in 2024. The increase was primarily attributable to net proceeds from the issuance of ADSs.
Critical Accounting Policies
The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of the Company’s financial statements and related disclosures in accordance with GAAP requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements. The Company bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions.
While the Company’s significant accounting policies are described in more detail in Note 2 to the Company’s consolidated financial statements included elsewhere in the 2024 Annual Report, the Company believes that the following accounting estimates are those that include a higher degree of judgment or complexity and are reasonably likely to have a material impact on our financial condition or results of operations and are therefore considered critical accounting estimates.
Share-Based Compensation
We apply Accounting Standard Codification (ASC) 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors, including employee options under Chemomab’s option plans based on estimated fair values.
ASC 718-10 requires that we estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense over the requisite service periods in Chemomab’s statements of comprehensive loss. Chemomab recognizes share-based award forfeitures as they occur, rather than estimate by applying a forfeiture rate.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for nonemployee share-based payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for share-based payment awards to employees. The amendments expand the scope of the accounting standard for share-based payment awards to include share-based payment awards granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance related to equity-based payments to non-employees. We adopted these amendments on January 1, 2019.
We recognize compensation expenses for the fair value of non-employee awards over the requisite service period of each award.
The Company accounts for share-based compensation as an expense in the financial statements based on ASC 718. All awards are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach to recognize compensation cost over the vesting period. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
The fair value for the Company’s stock options granted to employees, consultants and directors was estimated using Black-Scholes option-pricing model at the grant date, using the inputs detailed in Note 8(C).
The Company has historically not paid dividends and has no foreseeable plans to pay dividends.
.
The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company.
Recently-Issued Accounting Pronouncements
Certain recently-issued accounting pronouncements are discussed in Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements in our 2024 Annual Report.
Exhibit 99.3
Chemomab Therapeutics Announces Second Quarter 2025 Financial Results and Provides
Corporate Update
—Phase 3 Preparations Ongoing as Company Continues to Advance Multiple Partnering Options
for Executing the Nebokitug Phase 3 Program—
—Phase 2 SPRING Trial Data Highlighting Nebokitug’s Unique Anti-Fibrotic, Anti-Inflammatory
and Anti-Cholestatic Effects in PSC Featured at Multiple Major Scientific Meetings—
—FDA and Chemomab Align on CMC and Non-Clinical Toxicology Regulatory Path Forward for Nebokitug—
—Cash Runway through End of Second Quarter of 2026—
TEL AVIV, Israel, August 14, 2025 -- Chemomab Therapeutics Ltd. (Nasdaq: CMMB) (Chemomab), a clinical stage biotechnology company developing innovative therapeutics for fibro-inflammatory diseases with high unmet need, today announced financial and operating results for the second quarter ended June 30, 2025, and provided a corporate update.
“In the second quarter of 2025 Chemomab continued to lay the groundwork for the nebokitug Phase 3 program in primary sclerosing cholangitis (PSC) and to progress discussions with potential strategic collaborators. Our goal is to secure the right partner to optimize development resources, accelerate the Phase 3 launch and maximize the commercial potential of nebokitug as the first approved disease-modifying therapy for this devastating disease with enormous unmet medical need.” said Adi Mor, PhD, co-founder, Chief Executive Officer and Chief Scientific Officer of Chemomab. “During the quarter, we submitted our nebokitug Phase 3 protocol to the FDA and look forward to receiving their response soon. We are also engaging in a similar process with the European Medicines Agency, as we plan for a global Phase 3 trial that will include many sites in the E.U. and anticipate that the Phase 3 protocol agreed with the FDA would also support regulatory approvals in Europe. During the quarter we also aligned with the FDA on two additional requirements for the eventual regulatory approval of nebokitug—the CMC standards needed for manufacturing of drug supply for the “to be marketed” formulation as well as the timing of required nonclinical toxicology testing. We look forward to continuing to work closely with the FDA as we finalize the details of the Phase 3 development program.”
Dr. Mor added, “As disclosed previously, we are planning to advance the nebokitug PSC Phase 3 program in collaboration with a strategic partner and we continue in active discussions with a variety of potential partners on multiple possible paths forward. A number of developments during the quarter supported these discussions. Enlarging the scope of our patent protections is relevant for partnerships, and we were pleased to report adding to our existing large and comprehensive intellectual property portfolio with new nebokitug patents in China and Russia, two significant territories for future commercialization. We also presented SPRING trial data at a number of high profile scientific meetings, further raising awareness of nebokitug’s demonstrated potential as a groundbreaking treatment for PSC.”
Dr. Mor concluded, “In parallel to the ongoing activities, we are assessing a number of near-term value-creating initiatives with the potential to accelerate the Phase 3 program and strengthen its probability of success. We anticipate sharing more information about these activities in the coming months.”
Second Quarter 2025 and Recent Highlights:
| • | On June 30, 2025, Chemomab reported that results of the Phase 2 SPRING trial assessing nebokitug for the treatment of PSC were presented in an oral session at BSG Live’25, the annual scientific meeting of the British Society for<br> Gastroenterology. The SPRING trial data was presented by Douglas Thorburn, MD, Professor of Hepatology within the Institute for Liver and Digestive Health at UCL and Principal Investigator of the trial. Post-conference, it was announced that<br> Professor Thorburn’s talk on the SPRING trial results was awarded the prize for the Best Oral Presentation in its respective category at BSG LIVE'25. |
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| • | On June 11, 2025, Chemomab obtained confirmation from the FDA on two development milestones for the nebokitug Phase 3 program. These included agreement with the FDA on the Chemistry, Manufacturing, and Controls (CMC) strategy proposed by<br> Chemomab and its contract manufacturing partner and agreement that additional animal toxicology testing routinely required by the FDA may be conducted in parallel with the nebokitug Phase 3 clinical trial and submitted as part of the planned<br> Biologics Licensing Application. This represents a favorable outcome for Chemomab and supports the timely advancement of the program. |
| --- | --- |
| • | On June 3, 2025, Chemomab reported that two new patents covering the use of nebokitug for the treatment of liver diseases, including primary sclerosing cholangitis, were issued in China and Russia, providing coverage up to 2041. These new<br> patents further expand the protections provided by nebokitug’s composition of matter and methods and use patents issued in the U.S., Europe, Japan and additional key territories. |
| --- | --- |
| • | On May 5, 2025, Chemomab announced that data from the company’s Phase 2 SPRING trial of nebokitug in PSC was presented in an oral Distinguished Abstract Plenary session at Digestive Disease Week® (DDW 2025) in San Diego, California. The<br> DDW 2025 session presented data from the double-blind, placebo-controlled 15-week treatment period and the 48-week open label extension portion of the study. |
| --- | --- |
| • | On April 28, 2025, Chemomab reported data from two study abstracts that were presented as posters at EASL 2025, the Annual Congress of the European Association for the Study of the Liver. In one study, proteomic analyses of 3,000<br> circulating proteins in patient samples from the SPRING trial showed that nebokitug-treated patients exhibited significant and dose-dependent changes in proteins playing a key role in fibrosis, immune cell recruitment and inflammation. These<br> data highlight how nebokitug’s ability to neutralize CCL24 exerts a wide impact, including reductions in a broad array of inflammatory and fibrotic biomarkers in treated patients. The second study analyzed the pharmacodynamics and<br> pharmacokinetics (PK) of nebokitug and CCL24 using data from the SPRING trial. PK analyses indicated effective antibody-target engagement and linear regression analyses found trends between increasing patient exposure to nebokitug and<br> decreasing levels of PSC disease biomarkers. |
| --- | --- |
| • | On April 15, 2025, Chemomab announced new executive medical and clinical appointments. David M. Weiner, MD, rejoined Chemomab as Interim Chief Medical Officer, bringing extensive biotechnology and pharmaceutical industry R&D, drug<br> development and strategic experience, and Jack Lawler, who oversaw the conduct of Chemomab’s successful Phase 2 SPRING Trial in PSC, was promoted to the position of Chief Development Officer. |
| --- | --- |
Second Quarter 2025 Financial Highlights
| ◾ | Cash Position: Cash, cash equivalents and short-term bank deposits were $ 9.5 million as of June 30, 2025, compared to $10.6 million as of March 31, 2025. This cash is expected to fund the company<br> through the second quarter of 2026. During the first half of 2025, the company issued 1,023,104 ADSs under its at-the-market (ATM) equity offering program, resulting in net proceeds of $1.3 million. |
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| ◾ | Research and Development (R&D) Expenses: R&D expenses were $1.3 million for the second quarter of 2025, compared to $2.9 million for the second quarter of 2024. The decrease in R&D<br> expenses in the second quarter of 2025 compared to the second quarter of 2024 primarily resulted from the end of activities related to the Phase 2 SPRING trial. |
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| ◾ | General and Administrative (G&A) Expenses: G&A expenses were approximately $1.0 million for the second quarter of 2025, compared to $0.8 million for the second quarter of 2024. The increase<br> in G&A expenses primarily reflects increases in noncash share-based expenses. |
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| ◾ | Net Loss: Net loss was $2.1 million, or a net loss of less than $0.01 per basic and diluted ordinary share for the second quarter of 2025, compared to $3.6 million, or a net loss of $0.01 per basic<br> and diluted ordinary share for the second quarter of 2024. The weighted average number of ordinary shares outstanding, basic and diluted, was 463,508,519 (equal to approximately 23.2 million ADSs) for the second quarter of 2025. |
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| ◾ | Liquidity and Capital Resources: Chemomab believes its existing liquidity resources as of June 30th, 2025, will enable it to fund its operations through the second<br> quarter of 2026. |
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| ◾ | Number of Issued and Outstanding Shares: As of June 30, 2025, the company had 413,851,140 Ordinary shares issued and outstanding (equal to 20,692,557 ADSs),<br> compared to 377,132,220 Ordinary shares issued and outstanding (equal to 18,856,611 ADSs) as of December 31, 2024. |
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding our future financial condition, results of operations, business strategy and plans, and objectives of management for future operations, as well as statements regarding industry trends, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “estimate,” “intend,” “may,” “plan,” “potentially,” “will” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things: the risk that certain acknowledgements from the End-of-Phase 2 (EOP2) meeting with the FDA in connection with PSC regulatory approval will not materialize into a pathway for regulatory approval; that certain conclusions and assumptions drawn from the EOP2 meeting with the FDA discussed in the press release will prove incorrect and adversely affect the ability for nebokitug to become an FDA fully approved therapy; the risk that the full data set from the nebokitug study or data generated in further clinical trials of nebokitug will not be consistent with the topline results of the nebokitug Phase 2 PSC trial; failure to obtain, or delays in obtaining, regulatory approvals for nebokitug in the U.S., Europe or other territories; failure to successfully commercialize nebokitug, if approved by applicable regulatory authorities, in the U.S., Europe or other territories, or to maintain U.S., European or other territory regulatory approval for nebokitug if approved; uncertainties in the degree of market acceptance of nebokitug by physicians, patients, third-party payors and others in the healthcare community; nebokitug development of unexpected safety or efficacy concerns related to nebokitug; failure to successfully conduct future clinical trials for nebokitug, including due to the Company's potential inability to enroll or retain sufficient patients to conduct and complete the trials or generate data necessary for regulatory approval, among other things; risks that the Company's clinical studies will be delayed or that serious side effects will be identified during drug development; failure of third parties on which the Company is dependent to manufacture sufficient quantities of nebokitug for commercial or clinical needs, to conduct the Company's clinical trials; changes in laws and regulations applicable to the Company’s business and failure to comply with such laws and regulations; business or economic disruptions due to catastrophes or other events, including natural disasters or public health crises; and uncertainties with respect to the Company's need and ability to access future capital; and the intensity and duration of the current war in Israel, and its impact on our operations in Israel. These risks are not exhaustive. You should carefully consider the risks and uncertainties described in the “Risk Factors” sections of our 20-F for the year ended December 31, 2024. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this press release. Before you invest, you should read the documents we have filed and will file with the SEC for more complete information about us. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.
About Chemomab Therapeutics Ltd.
Chemomab is a clinical stage biotechnology company developing innovative therapeutics for fibro-inflammatory diseases with high unmet need. Based on the unique role of the soluble protein CCL24 in promoting fibrosis and inflammation, Chemomab developed nebokitug (CM-101), a first-in-class dual activity monoclonal antibody that neutralizes CCL24 and has demonstrated disease-modifying potential. In clinical and preclinical studies, nebokitug has been shown to have a favorable safety profile and has been generally well-tolerated, with the potential to treat multiple severe and life-threatening fibro-inflammatory diseases. Chemomab has reported positive results from four clinical trials of nebokitug in patients. Based on positive data from its Phase 2 SPRING trial in primary sclerosing cholangitis (PSC), the company is preparing for potential initiation of a nebokitug PSC Phase 3 trial. The design of Phase 3 calls for a single pivotal trial based on a clinical event primary endpoint that provides a clear and streamlined pathway to potential full regulatory approval. Nebokitug has received FDA and EMA Orphan Drug and FDA Fast Track designations for the treatment of PSC. Chemomab’s nebokitug program for the treatment of systemic sclerosis has an open U.S. IND. For more information, visit: chemomab.com.
Contacts:
Media & Investors:
Chemomab Therapeutics
Barbara Lindheim
Consulting Vice President
Investor & Public Relations,
Strategic Communications
Phone: +1 917-355-9234
barbara.lindheim@chemomab.com
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Balance Sheets (Unaudited)
In USD thousands (except for share amounts)
| June 30, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 5,448 | 6,071 | |||
| Short term bank deposits | 3,917 | 8,195 | |||
| Restricted cash | 148 | 76 | |||
| Other receivables and prepaid expenses | 1,101 | 1,698 | |||
| Total current assets | 10,614 | 16,040 | |||
| Non-current assets | |||||
| Long term prepaid expenses | 298 | 385 | |||
| Property and equipment, net | 217 | 250 | |||
| Operating lease right-of-use assets | - | 289 | |||
| Total non-current assets | 515 | 924 | |||
| Total assets | 11,129 | 16,964 | |||
| Current liabilities | |||||
| Trade payables | 378 | 666 | |||
| Accrued expenses | 666 | 1,563 | |||
| Employee and related expenses | 386 | 874 | |||
| Operating lease liabilities | - | 115 | |||
| Total current liabilities | 1,430 | 3,218 | |||
| Non-current liabilities | |||||
| Operating lease liabilities - long term | - | 209 | |||
| Total non-current liabilities | - | 209 | |||
| Commitments and contingent liabilities | |||||
| Total liabilities | 1,430 | 3,427 | |||
| Shareholders' equity (*) | |||||
| Ordinary shares no par value - Authorized: 4,650,000,000 shares as of June 30, 2025, and as of December 31, 2024;<br><br> <br>Issued and outstanding: 413,851,140 Ordinary shares as of June 30, 2025 and 377,132,220 as of December 31, 2024; | - | - | |||
| Additional paid in capital | 117,702 | 116,160 | |||
| Accumulated deficit | (108,003 | ) | (102,623 | ) | |
| Total shareholders’ equity | 9,699 | 13,537 | |||
| Total liabilities and shareholders’ equity | 11,129 | 16,964 |
(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares
Chemomab Therapeutics Ltd.
and its subsidiaries
Interim Condensed Consolidated Statements of Operations (Unaudited)
In USD thousands (except for share and per share amounts)
| Three months | Three months | Six months | Six months | |||||
|---|---|---|---|---|---|---|---|---|
| Ended | Ended | Ended | Ended | |||||
| June 30, | June 30, | June 30, | June 30, | |||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Operating expenses | ||||||||
| Research and development | 1,287 | 2,928 | 3,780 | 6,080 | ||||
| General and administrative | 975 | 840 | 1,969 | 1,736 | ||||
| Total operating expenses | 2,262 | 3,768 | 5,749 | 7,816 | ||||
| Financing income, net | 205 | 137 | 369 | 317 | ||||
| Loss before taxes | 2,057 | 3,631 | 5,380 | 7,499 | ||||
| Taxes on Income | - | - | - | - | ||||
| Net loss for the period | 2,057 | 3,631 | 5,380 | 7,499 | ||||
| Basic and diluted loss per Ordinary Share (*) | 0.004 | 0.013 | 0.012 | 0.026 | ||||
| --- | --- | --- | --- | --- | ||||
| Weighted average number of Ordinary Shares outstanding, basic, and diluted (*) | 463,508,519 | 286,080,133 | 459,829,621 | 285,111,876 |
(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares