Chemomab Therapeutics Announces $10 Million Private Placement

TEL AVIV, Israel, July 25, 2024 (GLOBE NEWSWIRE) — Chemomab Therapeutics Ltd. (Nasdaq CMMB) (“Chemomab” or the “Company”), a clinical-stage biotechnology company developing innovative therapeutics for fibro-inflammatory diseases with high unmet demand, today announced that it has entered into a securities purchase agreement in a private investment in public equity (“PIPE”) that is expected to result in gross proceeds to the Company of approximately $10 million, before fees of capital market advisors and offering expenses.

The PIPE program included participation from new investors, including HBM Healthcare Investments and Sphera Biotech Master Fund LP, as well as existing investors. Chemomab expects that the net proceeds from the PIPE program will extend its cash runway to fund its operations through early 2026, an extension of approximately one year from current guidance, which should provide funding to the Company for approximately one year following the completion of two major milestones expected in early 2025.

Under the terms of the securities purchase agreement, the Company is selling to certain investors (i) 4,188,867 American Depositary Shares (“ADSs”), each representing twenty (20) common shares of the Company, of no par value per share, at a purchase price of $1.235 per share, reflecting the average price of the shares on Nasdaq over the last 4 trading days, and (ii), in lieu of the ADSs, pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 3,908,300 ADSs at a Pre-Funded Warrant price of $1.235. The Pre-Funded Warrants have an exercise price of $0.0001 per ADS, are immediately exercisable and remain exercisable until fully exercised. The PIPE is expected to close on or about July 26, 2024, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the PIPE, as well as its cash and cash equivalents, to fund development programs for CM-101, as well as for general corporate purposes and working capital.

Oppenheimer & Co. Inc. is acting as capital markets advisor to the company in the PIPE. Other advisors include Maxim Group and LifeSci Capital.

The offer and sale of the securities above are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended, and may not be re-offered or resold in the United States except pursuant to an applicable registration statement or an applicable exemption from registration requirements. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) recording the resale of the ADSs, including ADSs issuable upon exercise of the Pre-Funded Warrants, purchased in the PIPE.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities. There shall be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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 significant risks and uncertainties, including, but not limited to, statements regarding the PIPE and expected gross proceeds, the expected use of the PIPE proceeds and our resulting cash flow. All statements other than statements of historical fact contained in this presentation, including statements regarding our future financial condition, results of operations, business strategies and plans and management’s objectives for future operations, and 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,” “potential,” “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 could affect our financial condition, results of operations, business strategy and financing needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to: the risk that the full data set from the CM-101 study or data generated in further clinical studies of CM-101 will not be consistent with the primary results of the Phase 2 PSC study of CM-101; failure to obtain, or delays in obtaining, regulatory approvals for CM-101 in the United States, Europe or other territories; failure to successfully commercialize CM-101, if approved by applicable regulatory authorities, in the United States, Europe or other territories or to maintain U.S., European or other territory regulatory approval for CM-101, if approved; uncertainties regarding the degree of market acceptance of CM-101 by physicians, patients, third-party payers and others in the healthcare community; inaccuracies in the Company’s estimates of the size of the potential markets for CM-101 or in the data the Company used to identify physicians; expected patient enrollment rates, expected duration of treatment or expected patient compliance or discontinuation rates; the development of unexpected safety or efficacy concerns related to CM-101; the failure to conduct successful future clinical trials of CM-101, including due to the Company’s potential inability to enroll or retain a sufficient number of patients to conduct and complete the studies or generate data necessary to obtain regulatory approval, among other things; the risk that the Company’s clinical trials will be delayed or that serious side effects will be identified during development; the failure of third parties on which the Company is dependent to manufacture sufficient quantities of CM-101 for commercial or clinical use, to conduct the Company’s clinical trials or to comply with the Company’s agreements or laws and regulations that affect the Company’s business or its agreements with the Company; the strength and enforceability of the Company’s intellectual property rights or the rights of third parties; the costs and potential reputational damage resulting from legal proceedings to which the Company may become a party, including product liability claims; changes in laws and regulations applicable to the Company’s business and the failure to comply with such laws and regulations; business or economic disruptions caused by catastrophes or other events, including natural disasters or public health crises; and the inability to repay the Company’s existing indebtedness and uncertainties regarding the Company’s need for 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, 2023. 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 on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this presentation. This presentation 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 laws of any such state or jurisdiction.

About Chemomab Therapeutics Ltd. Chemomab is a clinical-stage biotechnology company developing innovative therapies for fibrotic and inflammatory diseases with high unmet need. Building on the unique and critical role of CCL24 in promoting fibrosis and inflammation, Chemomab has developed CM-101, a monoclonal antibody that neutralizes the activity of CCL24. In clinical and preclinical studies, CM-101 has been shown to have a favorable safety profile and is generally well tolerated to date, with the potential to treat a variety of severe and life-threatening fibrotic and inflammatory diseases. Chemomab has reported positive results from four clinical trials of CM-101, including a Phase 2 study in patients with primary sclerosing cholangitis, a Phase 2a study in liver fibrosis in patients with steatohepatitis associated with metabolic dysfunction, a Phase 1b study in patients with fatty liver disease associated with metabolic dysfunction, and an investigator-initiated study in patients with severe lung injury. Chemomab’s CM-101 program for systemic sclerosis is ready for Phase 2 and has an open U.S. regulatory filing.

Contact:

Media and investors:
Chemomab Therapy
Barbara Lindheim
Vice President of Consulting
Investors and Public Relations,
Strategic Communication
Phone: +1 917-355-9234
[email protected]
[email protected]