Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Name	Symbol	Market	Type
Chemomab Therapeutics Ltd	NASDAQ:CMMB	NASDAQ	Depository Receipt

	Price Change	% Change	Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Traded	Last Trade
	0.055	3.83%	1.49	1.43	1.56	1.50	1.37	1.42	126,107	00:54:37

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 2024

Commission File Number 001-38807

CHEMOMAB THERAPEUTICS LTD.
(Translation of registrant’s name into English)

Kiryat Atidim, Building 7, 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, 2024, 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, 2024, as Exhibit 99.2 to this Form 6-K; and (iii) a press release, dated August 21, 2024, titled “Chemomab Therapeutics Announces Second Quarter 2024 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 S-8 (File Nos. 333-259489 and 333-266868) and the registration statement on Form F-3 (File No. 333-275002).

EXHIBIT INDEX

Exhibit		Description
99.1		Unaudited Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations

99.3		Press Release dated August 21, 2024 titled “Chemomab Therapeutics Announces Second Quarter 2024 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 21, 2024	By:	/s/ Sigal Fattal
		Sigal Fattal
		Chief Financial Officer

Exhibit 99.1

Chemomab Therapeutics Ltd.

and its subsidiaries

Interim Condensed Consolidated

Financial Statements

As of June 30, 2024

(Unaudited)

Chemomab Therapeutics Ltd.

and its subsidiaries

Interim Condensed Consolidated Financial Statements as of June 30, 2024 (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	8-10

Chemomab Therapeutics Ltd.

and its subsidiaries

Interim Condensed Consolidated Balance Sheets (Unaudited)

In USD thousands (except for share amounts)

		June 30,			December 31,
	Note	2024			2023

Assets

Current assets
Cash and cash equivalents			5,036			9,292
Short term bank deposits			7,691			10,492
Restricted cash			74			76
Other receivables and prepaid expenses			654			1,037

Total current assets			13,455			20,897

Non-current assets
Long term prepaid expenses			472			559
Property and equipment, net			276			303
Operating lease right-of-use assets			341			392

Total non-current assets			1,089			1,254

Total assets			14,544			22,151

Current liabilities
Trade payables			1,113			516
Accrued expenses			2,546			3,423
Employee and related expenses			540			823
Operating lease liabilities			109			76

Total current liabilities			4,308			4,838

Non-current liabilities
Operating lease liabilities - long term			251			316

Total non-current liabilities			251			316

Commitments and contingent liabilities	3

Total liabilities			4,559			5,154

Shareholders' equity (*)

Ordinary shares no par value - Authorized: 4,650,000,000 shares as of June 30, 2024 and 650,000,000 shares as of December 31, 2023;			-			-
Issued and outstanding: 287,183,800 Ordinary shares as of June 30, 2024 and 284,094,700 as of December 31, 2023;			-			-

Additional paid in capital			106,162			105,675
Accumulated deficit			(96,177	)		(88,678	)

Total shareholders’ equity			9,985			16,997
Total liabilities and shareholders’ equity			14,544			22,151

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

(*) 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,
	2024		2023		2024		2023
Operating expenses

Research and development		2,928		5,020		6,080		11,907

General and administrative		840		3,175		1,736		5,337

Total operating expenses		3,768		8,195		7,816		17,244

Financing income, net		137		259		317		576

Loss before taxes		3,631		7,936		7,499		16,668

Taxes on income		-		34		-		55

Net loss for the period		3,631		7,970		7,499		16,723

Basic and diluted loss per Ordinary Share (*)			0.013				0.036				0.026				0.076
Weighted average number of Ordinary Shares outstanding, basic, and diluted (*)			286,080,133				221,674,130				285,111,876				221,338,951

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares

Chemomab Therapeutics Ltd.

and its subsidiaries

Interim Condensed Consolidated Statements of Changes in Equity (Unaudited)

In USD thousands (except share amounts)

Ordinary

Shares (*)(**)

Additional

paid in

capital

Accumulated

Deficit

Total Shareholders’ equity

Number

USD

For the Six-month period ended on June 30, 2024

Balance as of January 1, 2024	284,094,700	-	105,675	(88,678	)	16,997
Share-based compensation	-	-	191	-		191
Issuance of shares	285,260	-	11	-		11
Net loss for the period	-	-	-	(3,868	)	(3,868	)
Balance as of March 31, 2024	284,379,960	-	105,877	(92,546	)	13,331

Share-based compensation	-	-	164	-		164
Issuance of shares	2,803,840	-	121	-		121
Net loss for the period	-	-	-	(3,631	)	(3,631	)
Balance as of June 30, 2024	287,183,800	-	106,162	(96,177	)	9,985

(*) Ordinary shares no par value

(**) 1 American Depositary Share (ADS) represents 20 Ordinary Shares

Chemomab Therapeutics Ltd.

and its subsidiaries

Interim Condensed Consolidated Statements of Changes in Equity (Unaudited)

In USD thousands (except share amounts)

Ordinary

Shares (*)(**)

Treasury

Additional

paid in

capital

Accumulated

Deficit

Total Shareholders’ equity

Number

USD

Number

USD

USD

For the six-month period ended on June 30, 2023

Balance as of January 1, 2023	232,636,700	-	(11,640,460	)	(1,218	)	101,260	(63,819	)	36,223
Share-based compensation	-	-	-		-		484	-		484
Net loss for the year	-	-	-		-		-	(8,753	)	(8,753	)
Balance as of March 31, 2023	232,636,700	-	(11,640,460	)	(1,218	)	101,744	(72,572	)	27,954


Share-based compensation	-	-	-		-		639	-		639
Issuance of shares, net of issuance expenses	15,422,000	-	-		-		1,368	-		1,368
Net loss for the year	-	-	-		-		-	(7,970	)	(7,970	)
Balance as of June 30, 2023	248,058,700	-	(11,640,460	)	(1,218	)	103,751	(80,542	)	21,991

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

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,
		2024				2023

Cash flows from operating activities
Net loss for the period	(7,499	)	(16,723	)

Adjustments for operating activities:
Depreciation	27		32
Share-based compensation	355		1,123
Change in other receivables and prepaid expenses (short and long term)	470		811
Change in operating leases	19		(6	)
Change in trade payables	597		659
Change in accrued expenses	(877	)	(875	)
Change in employees and related expenses	(283	)	307
	308		2,051
Net cash used in operating activities	(7,191	)	(14,672	)

Cash flows from investing activities
Decrease in bank deposits	2,801		10,167
Purchase of property and equipment	-		(3	)
Net cash provided by investing activities	2,801		10,164

Cash flows from financing activities

Issuance of Shares, net of issuance expenses	132		1,368
Net cash provided by financing activities	132		1,368

Decrease in cash, cash equivalents and restricted cash	(4,258	)	(3,140	)

Cash, cash equivalents and restricted cash at beginning of period	9,368		13,596

Cash, cash equivalents and restricted cash at end of period	5,110		10,456

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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 Company currently has no products approved for sale. The Company’s operations are funded primarily by its Shareholders. The Company has incurred operating losses in each year since its inception and does not expect to generate significant revenue unless and until it obtains marketing approval for its products. Continuation of the Company’s development programs depend on its future ability to raise sources of financing. The Company believes that following the fundraising closed on July 2024, its existing liquidity resources will enable it to fund its operations through the beginning of 2026 with the ability to perform cost reductions in order to extend the operations even further, if required to do so.

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. From October 30, 2023, through June 30, 2024, the Company issued 1,954,455 ADSs at an average price of approximately $0.95 per ADS under the Roth ATM Agreement, resulting in net proceeds of $1,674 thousand.

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Basis of Presentation and Significant Accounting Policies

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, 2024, and its results of operations for the six and three months ended June 30, 2024, and 2023, changes in shareholders’ equity for the six and three months ended June 30, 2024 and 2023, and cash flows for the six and three months ended June 30, 2024 and 2023. The results of operations for the six and three months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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, 2023. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2023 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.

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.

Note 3 - Contingencies

During 2022, the Israeli tax authority ("ITA”) notified the Company that it had initiated a routine VAT audit to include tax years 2017 through 2022. The ITA raised several claims, mainly in respect with the recoverability of VAT related to the Merger Agreement expenses and the classification of the Company as a holding company. In July 2022, the ITA proposed a settlement, which the Company rejected. As a result, the ITA issued an assessment. In November 2022, the Company filed an appeal to the ITA’s assessment. The Company has recorded a provision in 2022 that is inherently subjective due to the inherent uncertainty of these matters and the judicial process, therefore, the outcome may differ from the estimated liability recorded by the Company during 2022.

In October 2023 the ITA rejected the Company’s appeal on the assessment. The Company filed an appeal to the Israeli district court. Based on the consultancy of its tax advisors, the Company estimates that the amount of provision recorded in 2022 remains adequate.

CHEMOMAB THERAPEUTICS LTD AND ITS SUBSIDIARIES
(FORMERLY ANCHIANO THERAPEUTICS LTD.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Subsequent events

On July 25, 2024, the Company entered into Securities Purchase Agreements with existing and new investors of the Company (the "Purchasers"), pursuant to which the Company agreed to sell $10.0 million of its ADSs in a private placement transaction, (or "The Private Placement"). The Private Placement closed on July 30, 2024, at which time the Company sold to the Purchasers 4,148,867 ADSs together with pre-funded warrants to purchase up to 3,948,300 ADSs at an exercise price of $0.0001 per ADS. The Private Placement did not include any warrant coverage or other dilutive terms.

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 March 28, 2024 (the “2023 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 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 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 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 CM-101, a monoclonal antibody designed to bind and block CCL24 activity. CM-101 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 neutralizing 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 thousand 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.

CM-101, 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 CM-101 interferes with the underlying biology of inflammation and fibrosis through a novel and differentiated mechanism of action. We are conducting a Phase 2 clinical trial in PSC, a rare obstructive and cholestatic liver disease, in the United States. Europe and Israel. Positive top-line results from the double-blinded portion of this trial were reported in July, 2024.

The randomized, placebo-controlled study design included two doses of CM-101 (10 or 20mg/kg) vs placebo, administered once every three weeks for 15 weeks, as well as an open label extension in which all eligible patients could receive CM-101 for an additional 33 weeks. In the Phase 2 study, CM-101 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, CM-101 is among the first investigational drugs to show a reduction in total bilirubin, an important marker of cholestasis and liver health, as well as reductions in pruritis, a cholestatic indicator of great relevance to patients. CM-101 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 is continuing, with a topline data readout expected early in 2025.

The CM-101 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 completing the Phase 2 PSC trial. We believe that CM-101 could have disease-modifying potential in this poorly treated condition. While our primary focus is on these two rare indications, early in the year 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 CM-101. Additionally, the trial measured a number of biomarkers that may be relevant to the activity of CM-101 in other fibro-inflammatory conditions. The results showed that the trial met its primary endpoint of safety and tolerability, and that CM-101 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

Topline results from the CM-101 Phase 2 SPRING trial in patients with PSC

On July 25, 2024, Chemomab reported topline results from the CM-101 Phase 2 SPRING trial in patients with PSC. CM-101 met the primary study endpoint, demonstrating a favorable safety profile over the 15-week treatment period. CM-101-treated patients with moderate/advanced disease showed improvements on a wide range of disease-related secondary endpoints, including assessments of changes from baseline relative to placebo at Week 15 in liver stiffness; in liver fibrosis biomarkers, including the Enhanced Liver Fibrosis (ELF) score and PRO-C3 levels; in total bilirubin and liver function tests; in pruritis (itch) and in markers of inflammation. Dose-dependent responses were observed for multiple disease-related biomarkers. A consistent pattern of greater improvement on the secondary endpoints was observed in the study arm receiving the higher 20 mg/kg dose of CM-101 and in the prespecified subgroup of PSC patients with moderate/advanced disease. The open label extension portion of the Phase 2 SPRING trial is continuing, with results expected to be reported in early 2025.

Private Placement

Securities Purchase Agreement

On July 25, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain 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 (the “Private Placement”).

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.

The Company intends to use the net proceeds from the July 2024 Private Placement, together with the Company’s existing cash, cash equivalents and bank deposits, to fund its development programs for CM-101, and for general corporate purposes and working capital. The Company expects that the net proceeds will extend its cash runway to fund its operations through the beginning of 2026, an extension of approximately one year from current projections, which should fund the Company for approximately one year after the completion of two major milestones expected in early 2025.

Registration Rights Agreement

In connection with the Private Placement, the Company also entered into a registration rights agreement, dated July 25, 2024 (the “Registration Rights Agreement”) with the Purchasers requiring the Company to file a registration statement with respect to the resale of the securities. The Company is required to prepare and file a 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 Company granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement, and the Purchasers granted the Company customary indemnification rights in connection with the Registration Rights Agreement.

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 at Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002, 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 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 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

Three and Six Months Ended June 30, 2024 Compared to the Three and Six Months Ended June 30, 2023

Below is a summary of our results of operations for the periods indicated:

Three Months ended June 30, 2024 compared to the three months ended June 30, 2023

	Three months ended
	June 30,						Increase/(decrease)
	2024			2023			$			%
	(in thousands)
Operating expenses:
Research and development	$	2,928		$	5,020		$	(2,092	)	(42	)%
General and administrative		840			3,175			(2,335	)	(74	)%
Operating loss		(3,768	)		(8,195	)		4,427		(54	)%
Financing Income, net		137			259			(122	)	(47	)%
Income Tax		-			34			(34	)	(100	)%
Net loss	$	(3,631	)	$	(7,970	)	$	4,339		(54	)%

Six Months ended June 30, 2024 compared to the six months ended June 30, 2023

	Six months ended
	June 30,						Increase/(decrease)
	2024			2023			$			%
	(in thousands)
Operating expenses:
Research and development	$	6,080		$	11,907		$	(5,827	)	(49	)%
General and administrative		1,736			5,337			(3,601	)	(67	)%
Operating loss		(7,816	)		(17,244	)		9,428		(55	)%
Financing Income, net		317			576			(259	)	(45	)%
Income Tax		-			55			(55	)	(100	)%
Net loss	$	(7,499	)	$	(16,723	)	$	9,244		(55	)%

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 $2.1 Million, or 42%, for the three months ended June 30, 2024, as compared to the same period in 2023. This decrease was primarily due to the completion of production for the clinical trial, which was completed in the first half of 2023, and a reduction in clinical activities, mainly related to the SSc program.

Research and development expenses decreased by approximately $5.8 million, or 49%, for the six months ended June 30, 2024, compared to the same period in 2023. This decrease was primarily due to the completion of production for the clinical trial, which was completed in the first half of 2023, and a reduction in clinical activities, mainly related to the SSc program.

General and administrative expenses

General and administrative expenses decreased by approximately $2.3 million, or 74%, for the three months ended June 30, 2024, compared to the same period in 2023. The decrease was primarily due to decrease in legal expenses of $0.6 million, decrease of share-based expenses of $0.6 million and decrease of $1 million salaries and related expenses due to the departure of key management employees that were terminated in June 2023 and received a compensation package.

General and administrative expenses decreased by approximately $3.6 million, or 67%, for the six months ended June 30, 2024, as compared to the same period in 2023. The decrease was primarily due to decrease in legal expenses of $0.7 million, decrease of share-based expenses of $0.9 million and decrease of $1.4 million salaries and related expenses due to the departure of key management employees that were terminated in June 2023 and received a compensation package.

Financing expenses/income, net

Financing income, net for the three months ended June 30, 2024, was $137 thousand, compared to financing income, net of $259 thousand in the same period in 2023. The change was mainly due to a decrease in interest on bank deposits.

Financing income, net for the six months ended June 30, 2024, was $317 thousand, compared to financing expense, net of $576 thousand in the same period in 2023. The change was mainly due to a decrease in interest on bank deposits.

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, 2024, of $96 million. We have funded our operations to date primarily with proceeds from the sale of our ADSs, and, prior to the Merger, other equity securities. 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, we entered into an At the Market Offering Agreement (the “Roth ATM Agreement”) with Roth Capital Partners, LLC, (“Roth”). According to the Roth ATM Agreement, we may offer and sell, from time to time, our ADSs having an aggregate offering price of up to $2,863,664 through Roth or the Roth ATM Agreement. From October 2023 through June 30, 2024, we sold 1,954,455 ADSs for a total gross consideration of approximately $1.9 million.

As of June 30, 2024, we had an aggregate of approximately $12.8 million of cash, cash equivalents, and short-term bank deposits.

On July 25, 2024, the Company entered into the Purchase Agreement 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.

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.

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 beginning of 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, 2024 compared to the six months ended June 30, 2023:

	Six months ended
	June 30,						Change
	2024			2023			$			%
	(in thousands)
Net cash used in operating activities	$	(7,191	)	$	(14,672	)	$	7,481		(51	)%
Net cash provided by investing activities		2,801			10,164			(7,363	)	(72	)%
Net cash provided by financing activities		132			1,368			(1,236	)	(90	)%
Net decrease in cash, cash equivalents and restricted cash	$	(4,258	)	$	(3,140	)	$	(1,118	)	36	%

Operating activities

Net cash used in operating activities decreased by $7.5 million, or 51%, for the six months ended June 30, 2024, compared to the same period in 2023. This decrease was primarily due to a reduction in net loss of $9.2 million, a decrease of $0.8 million in share-based payments, and a reduction of $0.6 million in liabilities related to employees and related expenses and reduction of $0.3 million in other receivables.

Investing activities

Net cash provided by investing activities for the six months ended June 30, 2024, decreased by approximately $7.4 million compared to same period in 2023. The decrease 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, 2024, decreased by approximately $1.2 million, compared to the same period in 2023. The decrease is primarily related to proceeds from the issuance of ADSs, net.

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 2023 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.

We estimate the fair value of options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). The Company determines the fair value per share of the underlying stock by taking into consideration its most recent sales of stock, as well as additional factors that the Company deems relevant. The Company’s board determined the fair value of ordinary shares based on valuations performed using the Option Pricing Method subject to relevant facts and circumstances. The Company has historically been a private Company and lacks Company-specific historical and implied volatility information of its stock. Expected volatility is estimated based on volatility of similar companies in the biotechnology sector. The Company has historically not paid dividends and has no foreseeable plans to issue 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 2023 Annual Report.

Exhibit 99.3

Chemomab Therapeutics Announces Second Quarter 2024 Financial Results and Provides

Corporate Update

──Reported Positive Phase 2 Results Demonstrating Safety and Anti-Fibrotic, Anti-Inflammatory and

Anti-Cholestatic Activity across Multiple Components of Primary Sclerosing Cholangitis (PSC)──

──Establishes Clinical Proof-of-Concept for Disease-Modifying Potential of CM-101 and Provides

Foundation for Advancing to PSC Phase 3 Pivotal Trial──

──Completed PIPE Financing Including Major New and Existing Investors that Extends Cash Runway

Through Beginning of 2026──

──On Track to Achieve Key Clinical Milestones in First Quarter of 2025; Continuing Discussions with

Potential Partners──

TEL AVIV, Israel, August 21, 2024 -- 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, 2024, and provided a corporate update.

“This past period has been an exciting time of transformation for Chemomab. The positive results of the Phase 2 SPRING trial represent a major milestone for the company and clearly establish clinical proof-of-concept for CM-101 in primary sclerosing cholangitis (PSC) and potentially other fibrotic diseases,” said Adi Mor, PhD, co-founder, Chief Executive Officer and Chief Scientific Officer of Chemomab. “CM-101 achieved the primary and key secondary endpoints in the trial and is the first therapy to demonstrate broad, clinically relevant effects on the three main components of PSC. This is also the first PSC trial to show, after just 15 weeks of treatment, a statistically significant reduction in liver stiffness, a widely used and well validated measure for assessing disease progression in PSC.”

“We believe these results provide strong support for advancing CM-101 to a Phase 3 PSC trial, which we are in the process of planning and will be discussing with the FDA during the End-of-Phase 2 meeting targeted for later this year. We anticipate two milestones early in 2025 – additional data from the open label extension portion of the SPRING trial and finalization of the PSC Phase 3 design reflecting our discussions with the FDA. Based on recent developments in related indications, we are optimistic that an accelerated approval design incorporating surrogate biomarkers may be feasible for CM-101.”

Dr. Mor continued, “We were pleased to welcome existing and major new investors, including OrbiMed, HBM Partners and Sphera, who participated in our successful $10 million PIPE financing. The proceeds generated by this financing will enable us to achieve our upcoming milestones in early 2025 and fund the operations of the company through the beginning of 2026.”

Dr. Mor concluded, “As a first-in-class molecule with a promising novel target relevant to multiple fibro-inflammatory diseases, CM-101 has long been of interest to potential biopharma partners. As expected, the positive data reported from the Phase 2 SPRING trial provides us opportunities to further advance the optimal path forward for CM-101, including potentially partnering to accelerate timelines for CM-101 development in PSC and other indications.”

Second Quarter 2024 and Recent Updates

◾

On July 30, 2024, Chemomab announced the closing of a private placement that resulted in gross proceeds of approximately $10 million. Existing investors such as OrbiMed and new investors including HBM Partners and Sphera Biotech Master Fund participated in the financing, which extends the company’s cash runway through early 2026.

◾

◾	On June 18, 2024, Chemomab announced new scientific publications reinforcing the clinical potential of CM-101 in PSC. A proteomic analysis of patient samples further confirmed that the company’s novel CCL24 target is associated with disease severity and progression in PSC.

◾

On June 6, 2024, Chemomab participated in multiple data presentations at EASL 2024 and a Gordon Research Conference supporting the clinical potential of CM-101 as a novel treatment for PSC. The findings support CM-101’s mode of action in liver fibrosis and could help in characterizing its anti-fibrotic drug effects and potentially serve as a translational tool in future PSC clinical trials.

◾	On April 18, 2024, Chemomab announced a new peer-reviewed publication reinforcing the clinical association of its novel CCL24 target with disease severity and mortality in patients with systemic sclerosis.

◾	On April 10, 2024, Chemomab hosted an expert PSC webinar featuring Christopher Bowlus, MD, of UC Davis Health; Ricky Safer, founder and CEO of PSC Partners Seeking a Cure and Massimo Pinzani, MD, PhD, of the UCL Institute for Liver and Digestive Health and UPMC ISMETT.

Second Quarter 2024 Financial Highlights

◾	Cash Position: Cash, cash equivalents and short-term bank deposits were $12.8 million as of June 30, 2024, compared to $19.9 million as of December 31, 2023. On July 30, 2024, Chemomab successfully closed a $10 million private investment.

◾

Research and Development (R&D) Expenses: R&D expenses were $2.9 million for the second quarter of 2024, compared to $5.0 million for the second quarter of 2023. The decrease in R&D expenses in the second quarter of 2024 compared to the second quarter of 2023 primarily resulted from the completion of the double-blinded portion of the company’s CM-101 Phase 2 PSC trial.

◾	General and Administrative (G&A) Expenses: G&A expenses were $0.8 million for the second quarter of 2024, compared to $3.2 million for the second quarter of 2023. The decrease in G&A expenses primarily reflected reductions in headcount, consulting fees and other cost savings.

◾

Net Loss: Net loss was $3.6 million, or a net loss of approximately $0.01 per basic and diluted ordinary share for the second quarter of 2024, compared to $8.0 million, or a net loss of approximately $0.04 per basic and diluted ordinary share for the second quarter of 2023. The weighted average number of ordinary shares outstanding, basic and diluted, was 286,080,133 (equal to approximately 14.3 million ADSs) for the second quarter of 2024.

◾	Liquidity and Capital Resources: Chemomab believes its existing liquidity resources as of June 30, 2024, together with the additional funds of approximately $10 million raised in July 2024, will enable the Company to fund its operations through the beginning of 2026.

◾	Number of issued and outstanding shares: Following completion of its July 2024 financing, the Company had 18,508,057 ADSs (representing 370,161,140 ordinary shares) issued and outstanding and 25,121,231 ADSs (representing 502,424,620 ordinary shares) outstanding on a fully diluted basis.

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, in particular, the statements regarding our resulting cash runway. All statements other than statements of historical facts contained in this presentation, 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 company’s ability to ensure its cash runway extends through early 2026; the likelihood that the company can partner with other biopharma companies to accelerate timelines for CM-101 development in PSC and other indications; the risk that the full data set from the CM-101 study or data generated in further clinical trials of CM-101 will not be consistent with the topline results of the CM-101 Phase 2 PSC trial; failure to obtain, or delays in obtaining, regulatory approvals for CM-101 in the U.S., Europe or other territories; failure to successfully commercialize CM-101, 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 CM-101 if approved; uncertainties in the degree of market acceptance of CM-101 by physicians, patients, third-party payors and others in the healthcare community; inaccuracies in the Company's estimates of the size of the potential markets for CM-101 or in data the Company has used to identify physicians; expected rates of patient uptake, duration of expected treatment, or expected patient adherence or discontinuation rates; development of unexpected safety or efficacy concerns related to CM-101; failure to successfully conduct future clinical trials for CM-101, 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 CM-101 for commercial or clinical needs, to conduct the Company's clinical trials, or to comply with the Company's agreements or laws and regulations that impact the Company's business or agreements with the Company; the strength and enforceability of the Company’s intellectual property rights or the rights of third parties; the cost and potential reputational damage resulting from litigation to which the Company may become a party, including product liability claims; 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 inability to repay the Company's existing indebtedness 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, 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 upon 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 press release.

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 and pivotal role of the soluble protein CCL24 in promoting fibrosis and inflammation, Chemomab developed CM-101, a monoclonal antibody that neutralizes CCL24 activity. In clinical and preclinical studies, CM-101 has been shown to have a favorable safety profile and has been generally well-tolerated to date, with the potential to treat multiple severe and life-threatening fibro-inflammatory diseases. Chemomab has reported positive results from four clinical trials of CM-101 in patients, including a Phase 2 trial in patients with primary sclerosing cholangitis (PSC), a Phase 2a liver fibrosis trial in patients with metabolic dysfunction-associated steatohepatitis (MASH), a Phase 1b study in patients with metabolic dysfunction–associated fatty liver disease (MAFLD) and an investigator-initiated study in patients with severe lung injury. Chemomab’s CM-101 program for the treatment of systemic sclerosis is Phase 2-ready with an open U.S. IND. For more information, visit www.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

IR@chemomab.com

Interim Condensed Consolidated Balance Sheets (Unaudited)

In USD thousands (except for share amounts)

	June 30,			December 31.
	2024			2023
Assets

Current assets
Cash and cash equivalents		5,036			9,292
Short term bank deposits		7,691			10,492
Restricted cash		74			76
Other receivables and prepaid expenses		654			1,037

Total current assets		13,455			20,897

Non-current assets
Long term prepaid expenses		472			559
Property and equipment, net		276			303
Operating lease right-of-use assets		341			392
Total non-current assets		1,089			1,254

Total assets		14,544			22,151

Current liabilities
Trade payables		1,113			516
Accrued expenses		2,546			3,423
Employee and related expenses		540			823
Operating lease liabilities		109			76

Total current liabilities		4,308			4,838

Non-current liabilities
Operating lease liabilities - long term		251			316

Total non-current liabilities		251			316

Commitments and contingent liabilities

Total liabilities		4,559			5,154

Shareholders' equity (*)
Ordinary shares no par value - Authorized: 4,650,000,000 shares as of June 30, 2024 and 650,000,000 shares as of December 31, 2023;		-			-
Issued and outstanding: 287,183,800 Ordinary shares as of June 30, 2024 and 284,094,700 as of December 31, 2023;		-			-
Additional paid in capital		106,162			105,675
Accumulated deficit		(96,177	)		(88,678	)

Total shareholders’ equity		9,985			16,997
Total liabilities and shareholders’ equity		14,544			22,151

(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares

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,
	2024		2023		2024		2023
Operating expenses

Research and development		2,928		5,020		6,080		11,907

General and administrative		840		3,175		1,736		5,337

Total operating expenses		3,768		8,195		7,816		17,244

Financing income, net		137		259		317		576

Loss before taxes		3,631		7,936		7,499		16,668

Taxes on income		-		34		-		55

Net loss for the period		3,631		7,970		7,499		16,723

Basic and diluted loss per Ordinary Share (*)			0.013				0.036				0.026				0.076
Weighted average number of Ordinary Shares outstanding, basic, and diluted (*)			286,080,133				221,674,130				285,111,876				221,338,951

(*) 1 American Depositary Share (ADS) represents 20 Ordinary Shares

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2024
Document Type	6-K
Entity Central Index Key	0001534248
Document Period End Date	Jun. 30, 2024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity File Number	001-38807
Entity Registrant Name	CHEMOMAB THERAPEUTICS LTD.
Entity Address, Address Line One	Kiryat Atidim
Entity Address, Address Line Two	Building 7
Entity Address, City or Town	Tel-Aviv
Entity Address, Country	IL

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Jun. 30, 2023

Current assets

Cash and cash equivalents

$ 5,036

$ 9,292

Short term bank deposits

7,691

10,492

Restricted cash

Other receivables and prepaid expenses

654

1,037

Total current assets

13,455

20,897

Non-current assets

Long term prepaid expenses

472

559

Property and equipment, net

276

303

Operating lease right-of-use assets

341

392

Total non-current assets

1,089

1,254

Total assets

14,544

22,151

Current liabilities

Trade payables

1,113

516

Accrued expenses

2,546

3,423

Employee and related expenses

540

823

Operating lease liabilities

109

Total current liabilities

4,308

4,838

Non-current liabilities

Operating lease liabilities - long term

251

316

Total non-current liabilities

251

316

Commitments and contingent liabilities

Total liabilities

4,559

5,154

Shareholders' equity

Ordinary shares no par value - Authorized: 4,650,000,000 shares as of June 30, 2024 and 650,000,000 shares as of December 31, 2023; Issued and outstanding: 287,183,800 Ordinary shares as of June 30, 2024 and 284,094,700 as of December 31, 2023;

^[1]

Additional paid in capital

^[1]

106,162

105,675

Accumulated deficit

^[1]

(96,177)

(88,678)

Total shareholders' equity

9,985

^[1]

16,997

^[1]

$ 21,991

Total liabilities and shareholders' equity

$ 14,544

$ 22,151

[1]	1 American Depositary Share (ADS) represents 20 Ordinary Shares

Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares

Jun. 30, 2024

Dec. 31, 2023

Statement of Financial Position [Abstract]

Common Stock, No Par Value

$ 0

^[1]

$ 0

Common Stock, Shares Authorized

^[1]

4,650,000,000

650,000,000

Common Stock, Shares, Issued

^[1]

287,183,800

284,094,700

Common Stock, Shares, Outstanding

287,183,800

284,094,700

[1]	1 American Depositary Share (ADS) represents 20 Ordinary Shares

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Operating expenses

Research and development

$ 2,928

$ 5,020

$ 6,080

$ 11,907

General and administrative

840

3,175

1,736

5,337

Total operating expenses

3,768

8,195

7,816

17,244

Financing income, net

137

259

317

576

Loss before taxes

3,631

7,936

7,499

16,668

Taxes on income

Net loss for the period

$ 3,631

$ 7,970

$ 7,499

$ 16,723

Basic loss per Ordinary Share

^[1]

$ 0.013

$ 0.036

$ 0.026

$ 0.076

Diluted loss per Ordinary Share

$ 0.013

$ 0.036

$ 0.026

$ 0.076

Weighted average number of Ordinary Shares outstanding, basic

^[1]

286,080,133

221,674,130

285,111,876

221,338,951

Weighted average number of Ordinary Shares outstanding, diluted

286,080,133

221,674,130

285,111,876

221,338,951

[1]	1 American Depositary Share (ADS) represents 20 Ordinary Shares

Interim Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
$ in Thousands

Ordinary Shares [Member]

Treasury share [Member]

Additional paid in capital [Member]

Accumulated Deficit [Member]

Total

Beginning balance at Dec. 31, 2022

$ 0

^[1],[2]

$ (1,218)

$ 101,260

$ (63,819)

$ 36,223

Beginning balance (In shares) at Dec. 31, 2022

232,636,700

^[1],[2]

(11,640,460)

Share-based compensation

$ 0

^[1],[2]

$ 0

484

Net loss for the period

^[1],[2]

(8,753)

Ending balance at Mar. 31, 2023

$ 0

^[1],[2]

$ (1,218)

101,744

(72,572)

27,954

Ending balance (in shares) at Mar. 31, 2023

232,636,700

^[1],[2]

(11,640,460)

Beginning balance at Dec. 31, 2022

$ 0

^[1],[2]

$ (1,218)

101,260

(63,819)

36,223

Beginning balance (In shares) at Dec. 31, 2022

232,636,700

^[1],[2]

(11,640,460)

Net loss for the period

(16,723)

Ending balance at Jun. 30, 2023

$ 0

^[1],[2]

$ (1,218)

103,751

(80,542)

21,991

Ending balance (in shares) at Jun. 30, 2023

248,058,700

^[1],[2]

(11,640,460)

Beginning balance at Mar. 31, 2023

$ 0

^[1],[2]

$ (1,218)

101,744

(72,572)

27,954

Beginning balance (In shares) at Mar. 31, 2023

232,636,700

^[1],[2]

(11,640,460)

Share-based compensation

$ 0

^[1],[2]

$ 0

639

Issuance of shares (in shares)

^[1],[2]

15,422,000

Issuance of shares

$ 0

^[1],[2]

1,368

Net loss for the period

^[1],[2]

(7,970)

Ending balance at Jun. 30, 2023

$ 0

^[1],[2]

$ (1,218)

103,751

(80,542)

21,991

Ending balance (in shares) at Jun. 30, 2023

248,058,700

^[1],[2]

(11,640,460)

Beginning balance at Dec. 31, 2023

$ 0

^[1],[2]

105,675

(88,678)

16,997

^[1]

Beginning balance (In shares) at Dec. 31, 2023

^[1],[2]

284,094,700

Share-based compensation

$ 0

^[1],[2]

191

Issuance of shares (in shares)

^[1],[2]

285,260

Issuance of shares

$ 0

^[1],[2]

Net loss for the period

^[1],[2]

(3,868)

Ending balance at Mar. 31, 2024

$ 0

^[1],[2]

105,877

(92,546)

13,331

Ending balance (in shares) at Mar. 31, 2024

^[1],[2]

284,379,960

Beginning balance at Dec. 31, 2023

$ 0

^[1],[2]

105,675

(88,678)

16,997

^[1]

Beginning balance (In shares) at Dec. 31, 2023

^[1],[2]

284,094,700

Net loss for the period

(7,499)

Ending balance at Jun. 30, 2024

$ 0

^[1],[2]

106,162

(96,177)

9,985

^[1]

Ending balance (in shares) at Jun. 30, 2024

^[1],[2]

287,183,800

Beginning balance at Mar. 31, 2024

$ 0

^[1],[2]

105,877

(92,546)

13,331

Beginning balance (In shares) at Mar. 31, 2024

^[1],[2]

284,379,960

Share-based compensation

$ 0

^[1],[2]

164

Issuance of shares (in shares)

^[1],[2]

2,803,840

Issuance of shares

$ 0

^[1],[2]

121

Net loss for the period

^[1],[2]

(3,631)

Ending balance at Jun. 30, 2024

$ 0

^[1],[2]

$ 106,162

$ (96,177)

$ 9,985

^[1]

Ending balance (in shares) at Jun. 30, 2024

^[1],[2]

287,183,800

[1]	1 American Depositary Share (ADS) represents 20 Ordinary Shares
[2]	Ordinary shares no par value

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss for the period	$ (7,499)	$ (16,723)
Adjustments for operating activities:
Depreciation	27	32
Share-based compensation	355	1,123
Change in other receivables and prepaid expenses (short and long term)	470	811
Change in operating leases	19	(6)
Change in trade payables	597	659
Change in accrued expenses	(877)	(875)
Change in employees and related expenses	(283)	307
Adjustments for operating activities	308	2,051
Net cash used in operating activities	(7,191)	(14,672)
Cash flows from investing activities
Decrease in bank deposits	2,801	10,167
Purchase of property and equipment	0	(3)
Net cash provided by investing activities	2,801	10,164
Cash flows from financing activities
Issuance of Shares, net of issuance expenses	132	1,368
Net cash provided by financing activities	132	1,368
Decrease in cash, cash equivalents and restricted cash	(4,258)	(3,140)
Cash, cash equivalents and restricted cash at beginning of period	9,368	13,596
Cash, cash equivalents and restricted cash at end of period	$ 5,110	$ 10,456

General

6 Months Ended

Jun. 30, 2024

Nature Of Operations Disclosure [Abstract]

General

Note 1 - General

Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Preparation

Use of estimates

Contingencies	6 Months Ended
Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Note 3 - Contingencies During 2022, the Israeli tax authority ("ITA”) notified the Company that it had initiated a routine VAT audit to include tax years 2017 through 2022. The ITA raised several claims, mainly in respect with the recoverability of VAT related to the Merger Agreement expenses and the classification of the Company as a holding company. In July 2022, the ITA proposed a settlement, which the Company rejected. As a result, the ITA issued an assessment. In November 2022, the Company filed an appeal to the ITA’s assessment. The Company has recorded a provision in 2022 that is inherently subjective due to the inherent uncertainty of these matters and the judicial process, therefore, the outcome may differ from the estimated liability recorded by the Company during 2022. In October 2023 the ITA rejected the Company’s appeal on the assessment. The Company filed an appeal to the Israeli district court. Based on the consultancy of its tax advisors, the Company estimates that the amount of provision recorded in 2022 remains adequate.

Subsequent events	6 Months Ended
Subsequent events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent events	Note 4 - Subsequent events On July 25, 2024, the Company entered into Securities Purchase Agreements with existing and new investors of the Company (the "Purchasers"), pursuant to which the Company agreed to sell $10.0 million of its ADSs in a private placement transaction, (or "The Private Placement"). The Private Placement closed on July 30, 2024, at which time the Company sold to the Purchasers 4,148,867 ADSs together with pre-funded warrants to purchase up to 3,948,300 ADSs at an exercise price of $0.0001 per ADS. The Private Placement did not include any warrant coverage or other dilutive terms.

Basis of Presentation and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Preparation

Use of estimates

General (Detail Textuals) - American Depositary Share ("ADS") [Member] - At The Market Offering Agreement With Cantor Fitzgerald & Co. [Member]	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Restructuring Cost and Reserve [Line Items]
Aggregate offering price	$ 2,863,664
Shares issued under agreement \| shares	1,954,455
Average price of shares issued \| $ / shares	$ 0.95
Gross proceeds from sale under agreement	$ 1,674,000

Subsequent events (Detail Textuals) - Subsequent Event [Member] - Private Placement [Member] $ / shares in Units, $ in Millions	1 Months Ended
	Jul. 25, 2024 USD ($) $ / shares shares
Subsequent Event [Line Items]
Proceeds from sale of ADS \| $	$ 10.0
ADS and pre-funded warrants sold to the Purchasers	4,148,867
ADS issued against pre-funded warrants	3,948,300
ADS, exercise price \| $ / shares	$ 0.0001

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CMMB Chemomab Therapeutics Ltd