Chemomab signs at-the-market agreement with LifeSci Capital for up to $7,258,687

The agreement

Chemomab Therapeutics Ltd. entered into a Sales Agreement on July 25, 2025 with LifeSci Capital LLC, under which the Israeli company may sell American depositary shares, or ADSs, with an aggregate offering price of up to $7,258,687. Each ADS represents 20 ordinary shares. The company is not obligated to sell any ADSs, and the prospectus supplement says no assurance is given that it will sell any, or at what price or number. The sales would be made at market prices on the Nasdaq Capital Market, under the symbol CMMB, under a shelf registration on Form F-3.

LifeSci will use commercially reasonable efforts to sell on the company's instructions. The company pays the agent a commission of 3.0% of the aggregate gross proceeds from each sale. Both parties agreed to customary indemnification.

The last reported ADS price on July 23, 2025 was $1.10. The company's 424B5 says it intends to use the net proceeds for continued clinical development, research and other general corporate purposes, without fixing an amount for any one use.

The share limits

The prospectus supplement gives the public float, meaning the market value of ADSs held by non-affiliates, as approximately $28,146,402 as of July 23, 2025. That figure is based on 20,764,302 ADSs outstanding, of which 20,104,573 were held by non-affiliates, at a per ADS price of $1.40, the closing sale price on May 27, 2025.

Because the float is below $75,000,000, the company says it cannot sell securities worth more than one-third of the float in any 12-month period. It has sold or offered 1,437,191 ADSs for approximately $2,123,447 in the prior 12 calendar months under the same F-3 rule. The offering adds to that total.

Dilution is also a concern. A table in the prospectus supplement shows 18,862,823 ADSs outstanding as of March 31, 2025, and it lists 1,637,180 ADSs issuable on options at a weighted average exercise price of $2.84 per ADS. The filing says investors may experience further dilution as options and warrants are exercised.

Cash and the Phase 2 data

The prospectus supplement gives unaudited cash and cash equivalents and short-term bank deposits of $10,703,000 as of March 31, 2025. The accumulated deficit at that date was $105,946,000, and total shareholders' equity was $10,393,000. The company's risk factors say it will need to raise additional capital to fund its operations, which may be unavailable on acceptable terms or may cause dilution.

The company says it recently completed a Phase 2 study of nebokitug in primary sclerosing cholangitis, a rare liver disease. It reports positive topline results from the double-blinded portion in July 2024 and open-label results in March 2025. The company says the study met its primary endpoint of safety and tolerability. Its efficacy claims, including statistically significant improvements in liver stiffness after 15 weeks of treatment, rest on secondary endpoints.

The company says the FDA agreed at an end-of-Phase 2 meeting in December 2024 on a single Phase 3 pivotal trial in PSC. The planned trial is randomized and placebo-controlled, with time to first clinical event as its primary endpoint. The prospectus also says the company has not yet started that Phase 3 trial and is in discussions with strategic partners to secure funding for it.

Advisers and counsel

The prospectus supplement names Cooley LLP as counsel to the company on U.S. law and Duane Morris LLP as counsel to the agent. It also cites Meitar | Law Offices as the company's legal counsel in Israel. The supplement names LifeSci Capital LLC as the sole agent for the sales.

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