Full Press Release Details
Anchiano Therapeutics and Chemomab Announce
Definitive Merger Agreement
lead compound CM-101, a first in class anti-CCL24 antibody into advanced clinical
development for fibrosis-related diseases with
significant unmet medical need
financing to be used to fund clinical trials for CM-101 in fibrotic indications, focusing on two
rare diseases and backed by leading
healthcare-focused investors OrbiMed and Peter Thiel
CAMBRIDGE, Mass. and TEL-AVIV, Israel,
December 15, 2020 (GLOBE NEWSWIRE) - Anchiano Therapeutics Ltd. ("Anchiano") (Nasdaq: ANCN), a preclinical biopharmaceutical
company, and Chemomab Ltd. ("Chemomab"), a clinical-stage biotech company focusing on the discovery and development
of innovative therapeutics for fibrosis-related diseases with high unmet need, announce their entry into a definitive merger agreement
pursuant to which the shareholders of Chemomab would become the majority holders of the combined company. The proposed merger will
create a public company focused on advancing Chemomab's lead product, CM-101. Shareholders of both companies holding shares
sufficient to approve the merger have entered into shareholder support agreements with the respective companies in support of the
Concurrent with the merger, Chemomab
seeks to complete a PIPE financing to advance CM-101 into Phase 2 clinical trials in rare fibrotic indications, as well as to further
develop Chemomab's earlier-stage pipeline. Initial efforts will focus on orphan indications including primary sclerosing
cholangitis (PSC) and systemic sclerosis (SSc), which are inflammatory-fibrotic diseases affecting multiple organs such as the
liver (in PSC) and skin and lungs (in SSc). Both indications have a significant unmet need, with patients suffering from debilitating
symptoms and no FDA-approved disease modifying treatment options. The combined company also expects to advance CM-101 into a Phase
2a trial to evaluate the antibody's anti-fibrotic effect in patients diagnosed with non-alcoholic steatohepatitis (NASH).
Polovets, chairman of the board of Anchiano, stated, "Following a comprehensive review of strategic alternatives,
Anchiano's board of directors has concluded that the proposed transaction with Chemomab is in the best interest of our shareholders.
Chemomab's CM-101 has demonstrated positive clinical results, with a novel mechanism of action that has potential to become
an important option for patients with debilitating fibrotic diseases. We intend to hold a special meeting of Anchiano's shareholders
in the first quarter of 2021 to vote on this merger."
Dr. Adi Mor, co-founder and chief executive
officer of Chemomab, added, "Our lead compound, CM-101, has shown very positive safety and anti-fibrotic biomarker activity
in a Phase 1b study, and with the antibody advancing into Phase 2 trials in two orphan fibrotic indications, we believe it is the
right time in our lifecycle to move into the public equity markets. We are excited about the next chapter of growth for Chemomab,
and the ability to bring the important effects of CM-101 through clinical development and to patients."
Stephen Squinto, Ph.D., chairman of
Chemomab and executive partner at OrbiMed, Chemomab's leading investor, commented, "There is an urgent need for treatments
that address fibrotic diseases such as PSC and SSc, and the promising early data for CM-101 suggest that this compound has potential
to become a meaningful therapeutic option for patients suffering from these conditions. I am pleased with the progress that the
Chemomab team has made so far, and we look forward to a productive year in 2021 with significant anticipated advancement of our
Upon closing of the transaction, the
combined company will assume the name "Chemomab Therapeutics Ltd." and will be led by Chemomab's management team,
headed by its co-founder and chief executive officer, Adi Mor, Ph.D. Neil
Cohen, chief executive officer of Anchiano, will join the board of Chemomab at closing.
Summary of the Transaction
Current Chemomab shareholders and holders of Chemomab equity
awards will convert 100% of their existing equity interests into securities of the combined company. On a pro forma basis and based
upon the number of Anchiano securities to be issued in the merger, current shareholders of Chemomab will own approximately 90%
of the combined company upon closing, prior to the additional PIPE financing transaction. The actual allocation will be subject
to adjustment based on Anchiano's cash balance at the time of closing and the amount of the additional PIPE financing consummated
at the closing of the merger. Additional information about the transaction will be provided in a Current Report on Form 8-K that
will be filed by Anchiano with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov.
The proposed transaction has been approved by the boards of
directors of both companies. The merger is subject to the approval of Anchiano's shareholders at a special meeting of
shareholders, which is expected to occur in the first quarter of 2021, along with the satisfaction or waiver of other customary
This communication does not constitute an offer to sell, or
the solicitation of an offer to buy any securities.
Oppenheimer & Co., Inc. is acting as financial advisor to Anchiano
for the transaction and Goldfarb Seligman and Cooley LLP are serving as legal counsel to Anchiano. Ronen Bezalel and
Shachar Hadar of Meitar, and Greenberg Traurig LLP, are serving as legal counsel to Chemomab, and Oppenheimer & Co., Inc. is
acting as placement agent for the PIPE financing.
Important Information About the
Merger for Investors and Shareholders
This communication may be deemed
to be solicitation material in respect of the proposed transaction between Anchiano and Chemomab. In connection with the proposed
transaction between Anchiano and Chemomab, Anchiano will file a proxy statement with the SEC. This communication is not a substitute
for the proxy statement or any other documents that Anchiano may file with the SEC or send to Anchiano shareholders in connection
with the proposed transaction. Before making any voting decision, investors and securityholders are urged to read the proxy statement
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed transaction and related matters.
Investors and securityholders may obtain free copies of the
proxy statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website
maintained by the SEC www.sec.gov. Once filed, the proxy statement will be available
free of charge on Anchiano's website at www.anchiano.com or by contacting Anchiano's Investor Relations by email at
info@anchiano.com or by phone at 857-259-4622.
Participants in the Solicitation
Anchiano, Chemomab and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the holders of Anchiano's ADSs in connection
with the proposed transaction. Information about Anchiano's directors and executive officers is set forth in Anchiano's
Definitive Proxy Statement for its 2020 Annual meeting, which was filed with the SEC on April 6, 2020, and in subsequent filings
made by Anchiano with the SEC. Other information regarding the interests of such individuals, as well as information regarding
Chemomab's directors and executive officers and other persons who may be deemed participants in the proposed transaction,
will be set forth in the proxy statement, which will be filed with the SEC. You may obtain free copies of these documents as described
in the preceding paragraph.
This communication shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Anchiano is a biopharmaceutical company
dedicated to the discovery, development, and commercialization of novel targeted therapies to treat cancer in areas of significant
clinical need located in Cambridge, MA. Anchiano is developing small-molecule pan-mutant-RAS inhibitors and inhibitors of PDE10
and the b-catenin pathway. For more information on Anchiano, please visit www.anchiano.com.
Chemomab is a clinical-stage biotech company focusing on the discovery and development of innovative therapeutics for fibrosis-related
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 designed to bind and block CCL24 activity. CM-101 has potential to treat multiple
severe and life-threatening inflammatory and fibrotic diseases, and is currently undergoing clinical development for the orphan
diseases, Primary Sclerosing Cholangitis (PSC) and Systemic Sclerosis (SSc). In October 2020, Chemomab initiated the SPRING Study,
its first phase 2 clinical trial evaluating the safety and efficacy of CM-101 in patients diagnosed with PSC. Chemomab is a privately
held company supported by leading healthcare-focused investors including OrbiMed and Peter Thiel. For more information on Chemomab,
please visit www.chemomab.com.
Forward Looking Statements
This press release contains "forward-looking statements"