Chemomab Therapeutics Ltd. — Board/Management Information 2020

Jan 10, 2020

8-K 1 tm201786d1_8k.htm 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2020

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ANCHIANO THERAPEUTICS LTD.

(Exact name of registrant as specified in its charter)

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State of Israel	001-38807	N/A
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

5 Kiryat Hamada St., PO Box 45032 Jerusalem, Israel	9777401
(Address
of principal executive offices)	(Zip
Code)

Registrant’s telephone number, including area code: +972 (2) 548-6555

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing five ordinary shares, no par value per share	ANCN	Nasdaq Capital Market
Ordinary shares, no par value per share	N/A	Nasdaq Capital Market*

• Not for trading; only in connection with the registration of American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

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Item 8.01 Other Events

On January 9, 2020, Michael Rice informed the board of directors (the “ Board ”) of Anchiano Therapeutics Ltd. (the “ Company ”) of his decision to withdraw his name from consideration for appointment to the Board as a nominee on behalf of Clal Biotechnology Industries Ltd. (“ CBI ”). Mr. Rice is co-founder of LifeSci Advisors, a life science investor relations firm that is engaged by the Company. The Company previously disclosed, in its Form 8-K filed on January 2, 2020, the receipt of a letter dated December 27, 2019 from CBI, demanding that the Board convene a special general meeting to change the composition of the Board and named Mr. Rice as a nominee.

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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 hereunto duly authorized.

| /s/ Dr. Frank
G. Haluska |
| --- |
| Name: Dr. Frank G. Haluska |
| Title: Chief Executive Officer |

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