AMENDMENT NO. 5 TO SCHEDULE 13D
This amendment to Schedule 13D is being filed by Access Industries Holdings LLC (AIH), Access Industries Management, LLC
(AIM), Access Industries, LLC (Access LLC), Clal Biotechnology Industries Ltd. (CBI) and Len Blavatnik (collectively, the Reporting Persons, and each, a Reporting Person) relating to the
American Depositary Shares, no par value (ADSs), evidenced by American Depositary Receipts, each of which represents twenty ordinary shares, no par value per share (the Ordinary Shares), of Chemomab Therapeutics Ltd. f/k/a
Anchiano Therapeutics Ltd. (the Issuer). As a result of CBIs relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a group, within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be
deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 13 of the Exchange Act.
The Schedule 13D filed with the Securities and Exchange Commission on February 21, 2019, (the Schedule), as amended and
supplemented by Amendment No. 1 filed on December 31, 2019, Amendment No. 2 filed on January 13, 2020, Amendment No. 3 filed on March 31, 2020 and Amendment No. 4 filed on December 21, 2020, is hereby amended
and supplemented by the Reporting Persons as set forth below in this Amendment No. 5. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of
1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless
otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
Item 4
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Purpose of Transaction
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The disclosure in Item 4 is hereby amended to add the following to the end thereof:
On March 16, 2021, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of December 14, 2020,
by and among Anchiano Therapeutics Ltd., CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Anchiano Therapeutics Ltd. (Merger Sub), and Chemomab Ltd., an Israeli limited company (Chemomab),
Anchiano Therapeutics Ltd. completed the previously announced merger transaction, pursuant to which Merger Sub merged with and into Chemomab, with Chemomab surviving such merger as a wholly owned subsidiary of Anchiano Therapeutics Ltd. (the
Merger).
In connection with the Merger, and following the effective time of the Merger (the Effective Time), the
Issuer effected a reverse share split of the Issuers ordinary shares at a ratio of 4:1 (the Reverse Split) and increased the number of ordinary shares per ADS from 5 to 20. Following the Reverse Split and closing of the Merger
there are approximately 10,697,975 issued and outstanding ADSs outstanding.
In accordance with the Merger, on March 16, 2021, Isaac Kohlberg, a
director of CBI resigned from the Issuers board of directors and any respective committees of the Board of which he was a member. The resignation was not the result of any disagreements with the Issuer relating to its operations, policies or
practice.
Item 5
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Interest in Securities of the Issuer
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(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the
aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The
responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or
shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
1,630,434 Ordinary Shares, represented by 81,522 ADSs, are owned directly by AIH and may be deemed to be beneficially owned by Access LLC, AIM and Len
Blavatnik because (i) Access LLC controls a majority of the outstanding voting interests in AIH, (ii) AIM controls Access LLC and AIH, and (iii) Len Blavatnik controls AIM, Access LLC and AIH. Each of the Reporting Persons (other than
AIH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.