Chemomab Therapeutics Ltd.
4.80%
969,807
1534248
16385C104
Jun 17, 2025
Jun 23, 2025, 05:06 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP | Partnership | 4.80% | 969,807 | 0 | 969,807 |
| ORBIMED ISRAEL GP LTD. | CO | 4.80% | 969,807 | 0 | 969,807 |
| CHIMOVITS EREZ | Individual | 4.80% | 969,807 | 0 | 969,807 |
| GORDON CARL L | Individual | 4.80% | 969,807 | 0 | 969,807 |
Disclosure Items (7)
Ordinary Shares, no par value. American Depository Shares, each of which represents twenty Ordinary Shares, no par value
Chemomab Therapeutics Ltd.
Kiryat Atidim, Building 7, Tel Aviv, L3, 6158002
OrbiMed Israel, a corporation organized under the laws of Israel. OrbiMed BioFund, a limited partnership organized under the laws of Israel. Carl L. Gordon, a United States citizen. Erez Chimovits, an Israeli citizen.
5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel 46686.
OrbiMed Israel is the general partner of certain entities more particularly described in Item 6 below. OrbiMed BioFund is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a Director of OrbiMed Israel. Erez Chimovits is a Director of OrbiMed Israel.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 20,002,293 ADSs outstanding, which amount includes 19,163,759 ADSs as set forth in the Issuer's Current Report on Form 6-K filed with the SEC on May 27, 2025 and gives effect to the additional 838,534 ADSs that would be outstanding following the exercise of presently exercisable Pre-Funded Warrants and warrants to purchase ADSs held by the Reporting Persons ("Warrants"). As of the date of this filing, OIP, a limited partnership organized under the laws of Israel, holds 131,273 ADSs, 28,817 Warrants, and 809,717 Pre-Funded Warrants, constituting approximately 4.8% of the issued and outstanding ADSs, which represents the same percentage of the outstanding Ordinary Shares. OrbiMed BioFund is the general partner of OIP, pursuant to the terms of the limited partnership agreement of OIP, and OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. As a result, OrbiMed BioFund and OrbiMed Israel share the power to direct the vote and disposition of the Shares held by OIP and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OIP. OrbiMed Israel exercises this investment power through an investment committee comprised of Gordon and Chimovits, each of whom disclaims beneficial ownership of the Shares held by OIP.
Item 5(a) is incorporated by reference herein.
On June 18, 2025, OIP sold 1,610,000 ADSs at a price of $1.10 per ADS.
Not applicable.
As of June 18, 2025, the Reporting Persons are believed to have ceased to be the beneficial owners of more than five percent of the outstanding Shares.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed BioFund is the general partner of OIP pursuant to the terms of the limited partnership agreement of OIP. OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to the terms of the limited partnership agreement of OrbiMed BioFund. Pursuant to these agreements and relationships, OrbiMed Israel and OrbiMed BioFund have discretionary investment management authority with respect to the assets of OIP. Such authority includes the power of OrbiMed BioFund to vote and otherwise dispose of securities held by OIP. The number of outstanding ADSs attributable to OIP is 131,273 ADSs. Additionally, OIP holds 28,817 Warrants and 809,717 Pre-Funded Warrants. OrbiMed BioFund, pursuant to its authority under the limited partnership agreement of OIP, OrbiMed Israel, pursuant to its authority under the limited partnership agreement of OrbiMed BioFund, and Gordon and Chimovits pursuant to their membership on OrbiMed Israel's investment committee, may each be considered to hold indirectly 131,273 ADSs, 28,817 Warrants, and 809,717 Pre-Funded Warrants. Registration Rights Agreement In connection with the Private Placement, OrbiMed BioFund and OrbiMed Israel, pursuant to their authority under the limited partnership agreement of OIP, caused OIP to enter into a Registration Rights Agreement (the "Registration Rights Agreement"), which requires the Issuer to, among other things, file a registration statement on Form F-1 or Form F-3 (subject to the Issuer's eligibility to use each such Form) with respect to the resale of the securities sold in the Private Placement. The Issuer is required to prepare and file such registration statement with the SEC as soon as reasonably practicable, but in no event later than 30 days following the closing of the Private Placement, and to use its commercial best efforts to have the registration statement declared effective as soon as reasonably practicable. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 2 and is incorporated herein by reference.
1. Joint Filing Agreement between Erez Chimovits, Carl L. Gordon, OrbiMed Israel GP Ltd., and OrbiMed Israel BioFund GP Limited Partnership. 2. Form of Registration Rights Agreement (incorporated by reference to Exhibit 99.4 to the Issuer's Current Report on Form 6-K (File No. 001-38807) filed with the SEC on July 25, 2024. https://www.sec.gov/Archives/edgar/data/1534248/000117891324002290/exhibit_99-4.htm