Exhibit 99.1
May 27, 2025
Dear Chemomab Therapeutics Ltd. Shareholders:
We cordially invite you to attend the Annual General Meeting of Shareholders (the “Meeting”) of Chemomab Therapeutics
Ltd. (the “Company”), to be held on July 1, 2025, at 4.30 p.m. (Israel time), at Meitar | Law Offices, located at 16 Abba Hillel Road, 10th floor, Ramat Gan
5250608, Israel.
The Company’s notice of the Meeting, as published on May 27, 2025, and the proxy statement appearing on the following pages, describe in detail the matters to be acted upon at the
Meeting.
At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our board of directors
recommends that you vote FOR each of the proposals listed in the notice.
Only shareholders of record at the close of business on May 23, 2025, are entitled to notice of and to vote at the Meeting or any postponement or adjournment thereof.
We look forward to greeting personally those shareholders who are able to be present at the Meeting; however, whether or not you plan to attend in
person, it is important that your shares be represented. Holders of our American Depositary Shares (“ADSs”) will receive voting instruction cards either electronically or by
physical mail, depending on the delivery instructions such holder has provided to its bank or broker. The voting instruction cards will be distributed by Broadridge Financial Solutions or each holder’s bank or broker on behalf of the Bank of New York
Mellon, the depositary of the ADSs, and the voting instruction cards will enable them to instruct the Bank of New York Mellon on how to vote the Company’s ordinary shares represented by their ADSs with regard to the proposals listed in the Notice of
Annual Meeting of Shareholders. Accordingly, please sign and date the voting instruction card at your earliest convenience and either submit it electronically using the instructions enclosed or mail it in the
envelope provided.
We look forward to greeting as many of you as can attend the Meeting.
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Sincerely,
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/s/ Dr. Nissim Darvish
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Chairperson of the Board of Directors
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Chemomab Therapeutics Ltd.
Kiryat Atidim, Building 7, Tel-Aviv, Israel
Notice of Annual General Meeting of Shareholders
To be Held on July 1, 2025
Dear Chemomab Therapeutics Ltd. Shareholders:
We cordially invite you to attend the Annual General Meeting of shareholders (the “Meeting”) of Chemomab Therapeutics
Ltd. (the “Company”), to be held on July 1, 2025, at 4.30 p.m. (Israel time), at Meitar | Law Offices, located at 16 Abba Hillel Road, 10th floor, Ramat Gan
5250608, Israel.
The following matters are on the agenda for the Meeting:
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(1) |
To re-elect each of Dr. Nissim Darvish and Ms. Jill Quigley as Class I directors, to hold office until the close of the Company’s annual general meeting of shareholders in 2028, and until their respective
successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Articles of Association (the “Articles”) or the Israeli Companies
Law, 5759-1999 (the “Companies Law”);
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(2) |
To approve a grant of 75,000 restricted share units (RSUs) to Dr. Adi Mor, the Company’s Chief Executive Officer, Chief Scientific Officer and member of the board of directors; and
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(3) |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and until the
Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
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In addition to considering and voting on the foregoing proposals (the “Proposals”), members of the Company’s management
will be available at the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2024.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on May 23, 2025, in person or through a broker, trustee
or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
We look forward to greeting personally those shareholders who are able to be present at the Meeting; however, whether or not you plan to attend
in person, it is important that your shares be represented. Holders of our American Depositary Shares, each representing twenty (20) ordinary shares of no par value (“ADSs”) will
receive voting instruction cards either electronically or by physical mail, depending on the delivery instructions such holder has provided to its bank or broker. The voting instruction cards will be distributed by Broadridge Financial Solutions or
each holder’s bank or broker on behalf of the Bank of New York Mellon, the depositary of the ADSs, and the voting instruction cards will enable them to instruct the Bank of New York Mellon on how to vote the Company’s ordinary shares represented by
their ADSs with regard to the proposals listed in the Notice of Annual Meeting of Shareholders. Accordingly, please sign and date the voting instruction card at your earliest convenience and either submit it
electronically using the instructions enclosed or mail it in the envelope provided.
Our Board of Directors unanimously recommends that you vote “FOR” each of the above Proposals, which are described in the accompanying proxy
statement.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting power of the ADSs constitutes a quorum for purposes of
the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). At such adjourned
meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ADSs) will constitute a quorum.
Section 66(b) of the Companies Law and the Companies Regulations - Relief for Companies whose Securities are Listed for Trading on a Foreign Exchange 2000-5760, as amended, allow shareholders who
hold at least 5% of our outstanding voting power to submit a request to include a proposal on the agenda of a general meeting of our shareholders to: (i) add a new candidate for election to our Board or (ii) to remove a currently serving member of
our Board. Any such request made by an eligible shareholder must be received by us no later than June 3, 2025. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being distributed to
shareholders and also furnished to the U.S. Securities and Exchange Commission, under cover of Form 6-K. Shareholders are also able to review the proxy statement at the “Investor Relations” portion of our
website https://investors.chemomab.com/ or at our headquarters at Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002, upon prior notice and during regular working hours (telephone number: +972-77-331-0156) until the date of the Meeting.
The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of the
Proposals.
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By Order of the Board of Directors
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/s/ Dr. Nissim Darvish
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Chairperson of the Board of Directors
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May 27, 2025
Chemomab Therapeutics Ltd.
Kiryat Atidim, Building 7, Tel-Aviv, Israel
Proxy Statement
______________
Annual General Meeting of Shareholders
To Be Held on July 1, 2025
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”) of Chemomab Therapeutics Ltd. (the “Company” or “Chemomab”) to be voted at the 2025 Annual General
Meeting of Shareholders (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held on July 1, 2025, at 4:30 p.m. (Israel time), at Meitar | Law Offices, located at 16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel.
This proxy statement, the attached notice of annual general meeting of shareholders and the enclosed proxy card or voting instruction form, as applicable, are being made available to holders of the
Company’s American Depositary Shares (“ADSs”), each representing twenty (20) ordinary shares of no par value (“Ordinary Shares”),
on May 27, 2025.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on May 23, 2025, in person or through a broker, trustee
or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your Shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your ADSs so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
Agenda Items
The following matters are on the agenda for the Meeting:
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(1) |
To re-elect each of Dr. Nissim Darvish and Ms. Jill Quigley as Class I directors, to hold office until the close of the Company’s annual general meeting of shareholders in 2028, and until their respective
successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Articles of Association (the “Articles”) or the Israeli Companies
Law 5759-1999 (the “Companies Law”);
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(2) |
To approve a grant of 75,000 restricted share units (“RSUs”) to Dr. Adi Mor, the Company’s Chief Executive Officer, Chief
Scientific Officer and member of the board of directors; and
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(3) |
To approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and until the
Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
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In addition to considering and voting on the foregoing proposals (the “Proposals”), members of the Company’s management
will be available at the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2024.
We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to
vote upon such matters in accordance with their best judgment and the recommendation of the Board.
Board Recommendations
Our Board unanimously recommends that you vote “FOR” each of the above Proposals.
Quorum and Adjournment
On May 23, 2025, we had a total of 19,163,759ADSs issued and outstanding (one ADS represents 20 Ordinary Shares). Each ADS outstanding as of the close of business on May 23, 2025,
is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our Articles, the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold,
in the aggregate, voting power representing at least 25% of our voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and
place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ADSs) will constitute a quorum.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding
Ordinary Shares for a beneficial owner attends the shareholder meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the
beneficial owner. Brokers that hold Ordinary Shares in “street name” for clients (as described below) typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The only item on the
Meeting agenda that may be considered routine is Proposal No. 3 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; however, we cannot be certain whether this
will be treated as a routine matter since our proxy statement is prepared in compliance with the Companies Law, rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ADSs
through a bank or broker to instruct its bank or broker how to vote its Ordinary Shares, if the shareholder wants its ADSs to count for the Proposals set forth in this proxy statement.
Vote Required for Approval of Each of the Proposals
The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals set forth in this
proxy statement.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. Apart from for the purpose of determining a quorum, broker
non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
On each matter submitted to the shareholders for consideration at the Meeting, only ADSs that are voted on such matter will be counted toward determining whether shareholders approved the matter.
Ordinary Shares present at the Meeting that are not voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.
Under the terms of the Deposit Agreement among the Company and The Bank of New York Mellon, as Depositary, and the holders of the ADSs, the Depositary shall endeavor (to the extent
practicable and in accordance with applicable law and the Articles) to vote or cause to be voted the number of Shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to the Depositary. If no instructions are
received by the Depositary from a holder of ADSs on or before the date established by the Depositary for such purpose, the Depositary will not exercise any discretion in voting the ADSs.
How are My Votes Cast when I Sign and Return a Voting Instruction Card or Proxy Card?
When you sign and submit a voting instruction card, you instruct your broker (or nominee that holds your ADSs of record) to vote your ADSs in a certain manner. When you sign a
proxy card, you appoint Sigal Fattal, our Chief Financial Officer, as your representative at the Meeting. Your broker (or other nominee), in the case of ADSs held in street name, or Ms. Fattal, in the case of ADSs held by record shareholders, will
ensure that your ADSs are voted at the Meeting as you have instructed them on the voting instruction card or proxy card (as applicable). Each of such persons may appoint a substitute for him or herself.
Even if you plan to attend the Meeting, it is a good idea to complete, sign and return your voting instruction card or proxy card in advance of the Meeting in case your plans
change. This way, your ADSs will be voted by you whether or not you actually attend the Meeting.
May I Revoke My Proxy?
Shareholders may revoke the authority granted by their execution of proxies before the effective exercise thereof by filing with the Company a written notice of revocation or duly
executed proxy bearing a later date, or by voting in person at the Meeting. However, if a shareholder attends the Meeting and does not elect to vote in person, his or her proxy will not be revoked. Unless otherwise indicated on the form of proxy, if
a proxy is properly executed and received by the Company prior to the Meeting, ADSs represented by the proxy will be voted in favor of the matter to be presented to the Meeting, as described above.
What if I Receive More than One Proxy Card?
You may receive more than one proxy card or voting instruction form if you hold ADSs in more than one account, which may be in registered form or held in street name. Please vote
in the manner described under “How Do I Vote?” for each account to ensure that all of your ADSs are voted.
What if I do not Vote for the Matters Listed on My Proxy Card?
On all matters considered at the Meeting, abstentions of a holder of ADSs will be treated as neither a vote “for” nor a vote “against” the matter, although they will be counted in
determining if a quorum is present.
Will My ADSs be Voted if I do not Return My Proxy Card and do not Attend the Annual General Meeting?
If your Shares are registered in your name or if you have share certificates, they will not be voted if you do not return your proxy card by mail or vote at the meeting as
described above under “How Do I Vote?”.
If your ADSs are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your ADSs as described above under “How Do I Vote?,”
the bank, broker or other nominee has the authority to vote your Shares on certain routine matters scheduled to come before the meeting even if it does not receive instructions from you. See “What are “broker non-votes” and what effect do they have
on the proposals?” We encourage you to provide voting instructions. This ensures your Shares will be voted at the meeting in the manner you desire.
Is Voting Confidential?
Yes. Only the inspector of elections and our employees who have been assigned the responsibility for overseeing the legal aspects of the Meeting will have access to your proxy
card. The inspector of elections will tabulate and certify the vote. Any comments written on the proxy card will remain confidential unless you ask that your name be disclosed.
What are the Costs of Soliciting these Proxies?
We will pay all of the costs of soliciting these proxies. Our officers, directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these
employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We
will then reimburse them for their expenses.
Could other Matters be Decided at the Meeting?
We do not know of any other matters that will be considered at the Meeting. If any other matters arise at the Meeting at or by the direction of the Board, the proxies will be voted
at the discretion of the proxy holders.
What Happens if the Meeting is Postponed or Adjourned?
Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.
Where can I find the voting results of the Meeting?
We will announce the results for the proposals voted upon at the Meeting in a Current Report on Form 6-K following the Meeting.
Where can I find additional copies of this proxy statement?
Copies of this proxy statement are available on our website at https://www.chemomab.com/, under the Investor Relations tab (click on the “Investor Relations” link), and on the SEC website, www.sec.gov.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The beneficial ownership of Ordinary Shares is determined in accordance with the SEC rules and generally includes any Ordinary Shares over which a person exercises sole or shared voting or investment
power. For purposes of the table below, we deem shares subject to options or warrants that are currently exercisable or exercisable within 60 days of May 23, 2025, to be outstanding and to be beneficially owned by the person holding the options or
warrants for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based
on 19,163,759 ADSs outstanding as of May 23, 2025.
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NAME OF BENEFICIAL OWNER
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Total
Beneficial
Ownership (ADSs)
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Percentage of
ADSs Beneficially
Owned
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5% and Greater Shareholders
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OrbiMed Israel (1)
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1,860,906
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9.7
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%
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Apeiron Group (2)
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1,175,246
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6.1
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%
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Erik Otto (3)
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1,155,000
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6.0
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%
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Rivendell Investments 2017-9 (4)
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1,131,563
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5.9
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%
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Directors and Executive Officers
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Adi Mor (5)
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902,169
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4.6
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%
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Sigal Fattal (6)
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101,531
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*
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Jack Lawler (7)
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84,137
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*
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Neil Cohen (8)
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177,546
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*
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Nissim Darvish (9)
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50,027
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*
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Alan Moses (10)
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35,640
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*
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Claude Nicaise (11)
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35,640
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*
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Jill Quigley (12)
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20,118
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*
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All current executive officers and directors as a group (8 persons)
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1,406,808
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7.07
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%
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* Less than one percent (1%)
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(1)
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Pursuant to a Schedule 13D/A filed with the SEC by OrbiMed Israel BioFund GP Limited Partnership (“OrbiMed
BioFund”) and OrbiMed Israel GP Ltd. (“OrbiMed GP”, and together with OrbiMed BioFund, “OrbiMed Israel”) on
September 16, 2024, such amount consists of (i) 1,741,274 ADSs, (ii) 28,817 ADSs issuable upon the exercise of warrants to purchase ADSs and (iii) 90,816 ADSs issuable upon the exercise of pre-funded warrants to purchase ADSs. The foregoing
pre-funded warrants are subject to an exercise limitation that prohibits the holder from exercising the pre-funded warrants to the extent that after giving effect to the issuance of ADSs after such exercise, the holder (together with the
holder’s affiliates) would beneficially own in excess of 9.99% of the ADSs outstanding. OrbiMed GP, a company that acts as general partner of certain limited partnerships, is the general partner of OrbiMed BioFund, which is the general
partner of OrbiMed Israel Partners Limited Partnership, which is the entity that holds the foregoing securities. The address of OrbiMed Israel is 5 Hahoshlim St., Herzliya Pituach, Israel. Telephone: +972 73 2822600.
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(2)
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The Apeiron Group consists of (i) Apeiron SICAV Ltd. - Presight Capital Fund One, of which owns 438,993 ADSs, (ii) Apeiron Presight Capital Fund II, LP, of which owns 693,028 ADSs and 28,817
ADSs issuable upon the exercise of warrants and (iii) Apeiron Investment Group Ltd., of which owns 14,408 ADSs issuable upon the exercise of warrants. Each of Fabian Hansen and Christian Angermayer may be deemed to share voting and investment
power with respect to the ADSs held by the Apeiron Group.
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(3)
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Pursuant to a Schedule 13G filed with the SEC by Erik Otto on November 30, 2024, Mr. Otto is the beneficial owner of 1,155,000 ADSs.
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(4)
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Represents 1,108,509 ADSs held by Rivendell Investments 2017-9 LLC, or Rivendell, as reported by Rivendell on Schedule 13G filed with the SEC on March 26, 2021, and 23,054 ADSs, issuable upon
the exercise of warrants. Rivendell is the shareholder of record. Peter Thiel is the beneficial owner of Rivendell and has sole voting and investment power over the securities held by Rivendell. The address of Rivendell is 1209 Orange Street,
Wilmington, Delaware 19801.
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(5)
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Consists of (i) 317,075 ADSs owned directly by Dr. Mor, (ii) 200,236 ADSs owned by Dr. George, (Dr. Mor’s spouse), (iii) 351,133 ADSs issued to Dr. Mor, issuable upon the exercise of options
within 60 days of the date hereof, and (iv) 33,725 options to purchase 33,725 ADSs issued to Dr. George, (Dr. Mor’s spouse) issuable upon the exercise thereof within 60 days of the date hereof.
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(6)
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Includes 2,555 ADSs, and 98,976 ADSs issuable upon the exercise of options within 60 days of the date hereof.
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(7)
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Includes 2,000 ADSs and 96,392ADSs issuable upon the exercise of options within 60 days of the date hereof.
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(8)
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Includes 141,218 ADSs, and 36,328 ADSs issuable upon the exercise of options within 60 days of the date hereof.
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(9)
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Includes 1,200 ADSs, and 48,827 ADSs issuable upon the exercise of options within 60 days of the date hereof.
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(10)
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Represents 35,640 ADSs issuable upon the exercise of options within 60 days of the date hereof.
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(11)
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Represents 35,640 ADSs issuable upon the exercise of options within 60 days of the date hereof.
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(12)
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Represents 20,118 ADSs issuable upon the exercise of options within 60 days of the date hereof.
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COMPENSATION OF EXECUTIVE OFFICERS
For information concerning the annual compensation earned during fiscal year ended December 31, 2024, by our executive officers see Part I, Item 6 “Directors, Senior Management
and Employees” of our Annual Report on Form 20-F for the year ended December 31, 2024, as filed with the SEC on April 4, 2025 (the “Annual Report”), a copy of which is available on our
website at https://investors.chemomab.com/sec-filings.
CORPORATE GOVERNANCE
Overall Role of the Board and Board Leadership Structure
Under the Companies Law, our Board is responsible for setting our general policies and supervising the performance of management. Our Board may exercise all powers and may take
all actions that are not specifically granted by the Companies Law or our Articles to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our
Board.
Under the Companies Law, the chief executive officer of a public company, or a relative of the chief executive officer, may not serve as the chairperson of the board of directors
of such public company, and the chairperson of the board of directors of a public company, or a relative of the chairperson, may not be vested with authorities of the chief executive officer of such public company without obtaining shareholder
approval pursuant to special majority requirements set forth in the Companies Law. Our current chairperson of the Board, Dr. Nissim Darvish, assumed such role on June 1, 2023. If Dr. Darvish is re-elected at the Meeting, he will continue to hold such
role following the Meeting.
Our Board is currently composed of six (6) members and consists of three classes of directors, each serving staggered three-year terms. Upon expiration of the term of a class of
directors, directors to serve in that class will be elected for a three-year term at the annual general meeting of shareholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her
successor, or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
Role of the Board in Risk Oversight
Our Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy, the most significant risks facing us, and oversees
the implementation of risk mitigation strategies by management. Our Board is also apprised by management of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.
The Board’s independent oversight function is further enhanced by the fact that all of the Board’s Committees are composed entirely of independent directors, the directors have complete access to management and the Board and its committees may retain
their own respective advisors.
Corporate Governance Guidelines
Our Board strongly supports effective corporate governance and has developed and followed a program of strong corporate governance. Our corporate governance and nominating
committee is responsible for overseeing our guidelines and reporting and making recommendations to the Board concerning corporate governance matters. Our guidelines are published on our website at https://investors.chemomab.com/documents and are
available in print to any shareholder who requests them from our Corporate Secretary (or, in the absence thereof, by the Chief Executive Officer of the Company).
Director Independence
Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board has
determined that each of the directors is independent as defined under Nasdaq listing standards, with the exception of Dr. Mor, our Chief Executive Officer and Chief Scientific Officer. Our Board also determined that Nissim Darvish and Neil Cohen, who
comprise both the compensation committee and the corporate governance and nominating committee, each satisfy the independence standards for such committees established by the SEC and Nasdaq listing standards, as applicable. With respect to the audit
committee, our Board has determined that Jill Quigley, Claude Nicaise and Alan Moses satisfy the independence standards for such committee established by Rule 10A-3 under the Exchange Act, the SEC and Nasdaq listing standards, as applicable, and that
Jill Quigley is a financial expert under the rules of the SEC. The Board considered the relationships between such directors and certain of the investors of the Company and determined that such relationships did not affect such directors’
independence under the standards of Nasdaq, or, where applicable, under SEC rules.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that includes provisions ranging from restrictions on gifts to conflicts of interest. All of our employees and directors are
bound by this Code of Business Conduct and Ethics. Violations of our Code of Business Conduct and Ethics may be reported to the audit committee. The Code of Business Conduct and Ethics includes provisions applicable to all of our employees, including
senior financial officers and members of our Board and is posted on our website (https://investors.chemomab.com/). We intend to post amendments to or waivers from any such Code of Business Conduct and Ethics.
Other Policies
Our insider trading and blackout policy prohibits directors, officers and employees from engaging in transactions in publicly traded options, such as puts and calls, and other
derivative securities with respect to our securities. This prohibition extends to any hedging or similar transactions designed to decrease the risks associated with holding our securities.
Board Meetings
The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. Independent directors meet at regular
executive sessions without management present. During fiscal year 2024, the Board held 7 meetings and conducted certain business by unanimous consent. All of our directors are encouraged to attend the Meeting. Each of our directors attended 100% of
the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such director served. Directors are expected to attend the Meeting.
Board Committees
Our Board has established the following committees. Each committee operates in accordance with a written charter that sets forth the committee’s structure, operations, membership
requirements, responsibilities and authority to engage advisors.
Audit Committee
Under the Companies Law, the Exchange Act and Nasdaq rules, we are required to establish an audit committee, and we have a separately-designated standing audit committee
established in accordance with section 3(a)(58)(A) of the Exchange Act.
The responsibilities of an audit committee under the Companies Law include identifying and addressing flaws in the business management of the company, reviewing and approving
related party transactions, establishing whistleblower procedures, overseeing the company’s internal audit system and the performance of its internal auditor, and assessing the scope of the work and recommending the fees of the company’s independent
accounting firm. In addition, the audit committee is required to determine whether certain related party actions and transactions are “material” or “extraordinary” for the purpose of the requisite approval procedures under the Companies Law and to
establish procedures for considering proposed transactions with a controlling shareholder.
In accordance with U.S. law and Nasdaq requirements, our audit committee is also responsible for the appointment, compensation and oversight of the work of our independent auditors
and for assisting our Board in monitoring our financial statements, the effectiveness of our internal controls and our compliance with legal and regulatory requirements.
Under the Companies Law and related regulations, the audit committee must consist of at least three directors who meet certain independence criteria. Under the Nasdaq rules, we are
required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. Each of the members of the audit committee is
required to be “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.
The members of the audit committee are Claude Nicaise, Jill Quigley (subject to her reelection as a Class I director at the Meeting), and Alan Moses. Claude Nicaise is the current
chairperson of the audit committee, and Jill Quigley is a financial expert under the rules of the SEC. Our Board has concluded that the composition of the audit committee meets the requirements for independence under the rules and regulations of
Nasdaq and the SEC. During fiscal year 2024, the audit committee held 5 meetings.
Compensation Committee
Under both the Companies Law and Nasdaq rules, we are required to establish a compensation committee.
The responsibilities of a compensation committee under the Companies Law include recommending to the Board, for ultimate shareholder approval by a special majority, a policy
governing the compensation of directors and officers based on specified criteria, reviewing modifications to and implementing such compensation policy from time to time, and approving the actual compensation terms of directors and officers prior to
approval by the Board.
In accordance with U.S. law and Nasdaq requirements, our compensation committee is also responsible for the appointment, compensation and oversight of the work of any compensation
consultant, independent legal counsel and other advisors retained by the compensation committee.
The Companies Law and related regulations require the appointment of a compensation committee that complies with the requirements of Nasdaq. Under Nasdaq rules, we are required to
maintain a compensation committee consisting of at least two independent directors; each of the members of the compensation committee is required to be independent under Nasdaq rules relating to compensation committee members, which are different
from the general test for independence of board and committee members.
The members of the compensation committee are Nissim Darvish (subject to his reelection as a Class I director at the Meeting), and Neil Cohen. Nissim Darvish is the chairperson of
the compensation committee. Our Board has determined that each member of the compensation committee is independent within the meaning of the independent director guidelines of Nasdaq and under Rule 10C-1 under the Exchange Act. During fiscal year
2024, the compensation committee held 6 meetings and conducted certain business by unanimous consent.
Corporate Governance and Nominating Committee
We have established a corporate governance and nominating committee, responsible for making recommendations to the Board regarding candidates for directorships and the size and
composition of the board. In addition, the committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board concerning corporate governance matters. Under the Companies Law, nominations
for directors may also, under certain circumstances, be made by shareholders in accordance with the conditions prescribed by applicable law and our Articles.
The members of the corporate governance and nominating committee are Neil Cohen and Nissim Darvish (subject to his reelection as a Class I director at the Meeting). Neil Cohen is
the chairperson of the corporate governance and nominating committee. Our Board has determined that each member of the corporate governance and nominating committee is independent within the meaning of the independent director guidelines of Nasdaq.
During fiscal year 2024, the corporate governance and nominating committee conducted business by unanimous consent.
Communication with our Board
Shareholders may communicate with the Board by directing their communications in a hard copy (i.e., non-electronic) written form to the attention of one or more members of the
Board, or to the Board collectively, at our principal executive offices located at Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002. Any communications received from interested parties in the manner described above will be collected and organized
by our Corporate Secretary (or, in the absence thereof, by the Chief Executive Officer of the Company) and will be periodically, but in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to the appropriate director
or directors.
For more information regarding our Board, its committees and our corporate governance practices, see Part I, Item 6 “Directors, Senior Management and Employees” of our Annual
Report.
PROPOSAL 1
RE-ELECTION OF CLASS I DIRECTORS
Background
Our Board currently has six directors and is divided into three classes each with staggered three-year terms as follows:
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Class I consists of Dr. Nissim Darvish and Ms. Jill Quigley, each with a term expiring at the Meeting.
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Class II consists of Mr. Neil Cohen and Dr. Claude Nicaise, each with a term expiring at the 2026 annual meeting of shareholders.
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Class III consists of Dr. Adi Mor and Dr. Alan Moses, each with a term expiring at the 2027 annual meeting of shareholders.
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At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will
be for a term of office that expires on the date of the third annual general meeting following such election or re-election.
At the Meeting, shareholders will be asked to re-elect Dr. Nissim Darvish and Ms. Jill Quigley, both of whom qualify as an independent director under the listing standards of
Nasdaq. Dr. Darvish serves as a member of our compensation committee and corporate governance and nominating committees. Ms. Quigley serves as a member of our audit committee.
If re-elected at the Meeting, each Dr. Darvish and Ms. Quigley will serve until the 2028 annual general meeting of our shareholders, and until their respective successors have
been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles or the Companies Law.
In accordance with the Companies Law, each of Dr. Darvish and Ms. Quigley has certified to us that he or she meets all the requirements of the Companies Law for election as a
director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill his or her duties as a director of the Company, taking into account the size and special needs of the Company.
During 2024, each of the directors standing for re-election at the Meeting attended 100% of our Board and Board committee meetings, as applicable.
The corporate governance and nominating committee of our Board recommended that each of Dr. Nissim and Ms. Quigley be re-elected at the Meeting as a Class I director for a term to
expire at the 2028 annual general meeting of our shareholders, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles or the Companies Law. Our Board
unanimously approved this recommendation.
Biographical information concerning Dr. Darvish and Ms. Quigley is set forth below:
Nissim Darvish, M.D., Ph.D. has served on our Board since March 16, 2021, and as chairman of the Board since June 2023. Dr. Darvish is a General Partner at Eliraz Ventures, a
venture capital fund. Dr. Darvish currently serves as a director of several private companies. Prior to his current position, Dr. Darvish served as a Venture Partner at OrbiMed Israel and as a member of the boards of directors of 9 Meters Biopharma
Inc. and Medigus Ltd. Previously, Dr. Darvish was employed at Pitango Venture Capital, where he was a General Partner managing life sciences investments. He was also the founder and CEO of Impulse Dynamics, where he oversaw a $250 million realization
event. Dr. Darvish obtained his M.D. and Ph.D. in Biophysics and Physiology from the Technion in Israel and subsequently conducted his post-doctoral research at NIH. He has published over 100 patents and authored over 20 publications.
Jill M. Quigley has served as a member of our Board since June 2022. Since September 2023 Ms. Quigley has served as CEO of a stealth
biotech company. Since December 2020, Ms. Quigley has served as a member of the board of directors of Terns Pharmaceuticals, Inc. (Nasdaq: TERN), including her role as chairperson of its audit committee. From November 2018 until December 2021, Ms.
Quigley served as Chief Operating Officer of Passage BIO, Inc. (Nasdaq: PASG). Previously, she served as the Interim Chief Executive Officer and General Counsel of Nutrinia, Inc., from January 2016 to November 2018. From July 2012 to January 2016,
Ms. Quigley served in various roles at Shire plc, most recently as Senior Legal Counsel. Ms. Quigley received her undergraduate degree in Communications, Legal Institutions, Economics & Governance (CLEG) from American University and J.D. from
Rutgers School of Law.
Proposed Resolution
Shareholders are being asked to adopt the following resolutions:
“RESOLVED, to re-elect Dr. Nissim Darvish to serve as a director of the Company to hold office until our 2028 annual
general meeting of shareholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal.”
“RESOLVED, to re-elect Ms. Jill Quigley to serve as a director of the Company to hold office until our 2028 annual
general meeting of shareholders or until her successor is duly elected and qualified or until her earlier death, resignation or removal.”
Required Vote
The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on the foregoing resolution is required. Each director
nominee shall be voted separately.
Board Recommendation
Our Board recommends a vote “FOR” Proposal 1.
PROPOSAL 2
APPROVAL OF AN EQUITY GRANT TO DR. ADI MOR
Background
Pursuant to the Companies Law, any arrangement between a company and its chief executive officer as pertaining to his or her terms of engagement and compensation must be consistent
with such company's compensation policy and must be approved by the compensation committee, the board of directors and the shareholders, in that order.
The grant of RSUs (as detailed below) to Dr. Adi Mor was approved first by our compensation committee and then by the Board, taking into account, among other factors: (i) measures
to incentivize Dr. Mor’s continued performance at a high level, (ii) the terms and limitations of our Compensation Policy, and (iii) other factors as required by the Companies Law.
Accordingly, at the Meeting, shareholders will be asked to approve a grant of 75,000 RSUs to Dr. Mor, with each RSU representing one ADS, if settled, and which grant represents 0.29% of the fully
diluted capitalization of the Company as of the date of this proxy statement. The grant will be made in accordance with the terms of the Company’s 2015 Share Incentive Plan and will vest over a period of four years; provided, however, that upon a
change in control of the Company (a “Change in Control”): (1) 66% of unvested RSUs will accelerate and vest upon a Change in Control and (2) 34% of such unvested RSUs upon such Change in
Control will accelerate and vest upon the earlier of (a) Dr. Mor’s termination not for cause following the Change in Control, or (b) upon the one year anniversary of the Change in Control provided that Dr. Mor remains engaged with the Company or
with the successor company as of the foregoing one year anniversary.
In connection with the Proposal, the Companies Law allows our Board to approve such proposal even if the general meeting of shareholders has voted against its approval, provided
that the Company’s compensation committee, and thereafter its Board, each determines to approve it, based on detailed arguments that the proposed resolutions are in the best interests of the Company despite the opposition of the shareholders, and
after having reconsidered the matters.
Proposed Resolution
Shareholders are being asked to adopt the following resolutions:
“RESOLVED, to approve the grant of 75,000 restricted share units to Dr. Adi Mor, as detailed in the Proxy Statement, dated May 27, 2025.”
Required Vote
The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on the foregoing resolution is required.
Board Recommendation
Our Board recommends a vote “FOR” Proposal 2.
PROPOSAL 3
RE-APPOINTMENT OF INDEPENDENT AUDITORS
AND AUTHORIZATION OF THE BOARD TO FIX THEIR REMUNERATION
Under the Companies Law and our Articles, the shareholders of our Company are authorized to appoint the Company’s independent auditors. Under our Articles, our Board (or a
committee, if it is so authorized by the Board) is authorized to determine the independent auditor’s remuneration. In addition, the approval by our audit committee of the independent auditor’s re-appointment and remuneration is required under the
listing rules of Nasdaq. Following the recommendation by our audit committee and Board, it is proposed that Somekh Chaikin, a member of KPMG International (“KPMG”), be reappointed as the
independent auditors of the Company for the fiscal year ending December 31, 2025.
Fees Paid to the Independent Registered Public Accounting Firm
The following table sets forth fees billed to us by our independent registered public accounting firm during the fiscal years ended December 31, 2024 and 2023 for (i) services
rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review
of our financial statements and that are not reported as audit fees; (iii) services rendered during the period in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered.
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Year Ended
December 31,
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2024
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2023
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Audit Fees
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180
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233
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Tax Fees
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5
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4
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Total
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185
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237
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* In USD thousands
Auditor Independence
In 2024, there were no other tax related professional services provided by KPMG.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Our audit committee has the sole authority to approve the scope of the audit and any audit-related services, as well as all audit fees and terms. The audit committee must
pre-approve any audit and non-audit services provided by our independent registered public accounting firm. The audit committee will not approve the engagement of the independent registered public accounting firm to perform any services that the
independent registered public accounting firm would be prohibited from providing under applicable laws, rules and regulations, including those of self-regulating organizations. The audit committee will approve permitted non-audit services by our
independent registered public accounting firm only if it determines that using a different firm to perform such services will be less efficient or cost-effective. The audit committee reviews and pre-approves the statutory audit fees that can be
provided by the independent registered public accounting firm on an annual basis.
Proposed Resolution
Shareholders are being asked to adopt the following resolution:
“RESOLVED, to approve and ratify the re-appointment of Somekh Chaikin, a member of KPMG International, as the independent auditors of the Company for the
fiscal year ending December 31, 2025.”
Required Vote
The affirmative vote of the holders of a majority of the shares represented at the Meeting in person or by proxy and voting on the foregoing resolution is required.
Board Recommendation
Our Board recommends a vote “FOR” Proposal 3.
PRESENTATION AND DISCUSSION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
In addition to considering the foregoing agenda items at the Meeting, we will also present our audited consolidated financial statements for the fiscal year ended December 31,
2024. A copy of the Annual Report, including the audited consolidated financial statements for the year ended December 31, 2024, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as on the “Investor Relations” section of our Company’s website at https://investors.chemomab.com/.
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If any other matters do properly come before
the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Articles, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the
interest of the Company.
ADDITIONAL INFORMATION
Our Annual Report filed with the SEC on April 4, 2025, and other filings with the SEC, including reports regarding the Company’s quarterly business and financial results, are
available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the “Investor Relations” section of the Company’s website at https://investors.chemomab.com/. Shareholders may
obtain a copy of these documents without charge at https://investors.chemomab.com/.
The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing
reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content
of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to those proxy rules.
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By Order of the Board of Directors
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/s/ Dr. Nissim Darvish
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Chairperson of the Board of Directors
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Dated: May 27, 2025
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