Item 8.01 Other Events
Anchiano Therapeutics Ltd. ("Anchiano" or the "Company") announces that it will
hold a Special Meeting of Shareholders (the "Special Meeting") at the law
offices of Goldfarb Seligman & Co., Ampa Tower, 98 Yigal Alon Street, 36th
floor, Conference Room 36-1, Tel Aviv, Israel on March 15, 2020, at which
meeting Anchiano shareholders will be asked to approve the merger (the "Merger")
of CMB Acquisition Ltd., a company organized under the laws of the State of
Israel and a wholly-owned subsidiary of Anchiano ("Merger Sub") into Chemomab
Ltd., company organized under the laws of the State of Israel ("Chemomab"),
pursuant to the Agreement and Plan of Merger, dated December 14, 2020, by and
among Anchiano, Chemomab and Merger Sub (the "Merger Agreement"), as well as the
other matters set forth below. Anchiano will distribute a definitive proxy
statement/prospectus, which will include the full version of the proposed
resolutions, and a proxy card to all holders of Anchiano's ordinary shares and
holders of Anchiano's American Depositary Shares at the close of business on
February 5, 2021, the record date for the Special Meeting.
The agenda for the Special Meeting is as follows: (1) to approve the
consummation of the Merger and the other transactions contemplated by the
Merger Agreement, including the issuance of Anchiano ordinary shares, to be
represented by ADSs, at the effective time of the Merger to the securityholders
of Chemomab; (2) to approve the issuance of such number of Anchiano ordinary
shares (including ordinary shares represented by ADSs) in the private placement
financing, as described in the definitive proxy statement/prospectus, as would
yield at least $30.0 million and up to $50.0 million of aggregate gross proceeds
to Anchiano; (3) to approve and adopt Anchiano's amended and restated articles
of association, effective upon the effective time of the Merger, which among
other things will (i) increase the registered share capital of Anchiano from
500,000,000 ordinary shares, without par value, to 650,000,000 ordinary shares,
without par value, (ii) effect a reverse split of Anchiano's ordinary shares at
a ratio in the range between 1-for-2 to 1-for-4, inclusive, with such ratio to
be determined in the discretion of Anchiano's board of directors, (iii) amend
the manner in which directors are elected to a classified board format, (iv)
change the name of Anchiano from "Anchiano Therapeutics Ltd." to "Chemomab
Therapeutics Ltd." or such other name as may be approved by Chemomab and the
Israeli Registrar of Companies and (v) make such other changes as are set forth
in the amended and restated articles of association which will be attached as an
annex to the definitive proxy statement/prospectus; (4) to approve the form of
indemnification agreement for directors and officers of Anchiano effective upon
the effective time of the Merger, and to authorize the execution and delivery of
such indemnification agreement with all directors of Anchiano to be in office
immediately following the effective time of the Merger or thereafter elected or
appointed to the board of directors of Anchiano; (5) to approve an amendment to
Anchiano's Compensation Policy to remove the limit on the annual premium for
directors and officers insurance; (6) to approve an amendment to the
compensation terms of the current and future directors of Anchiano, and related
amendments to Anchiano's Compensation Policy; and (7) to transact any other
business that may properly come before the Special Meeting or any continuation,
adjournment or postponement thereof.
Forward Looking Statements
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act. These forward-looking statements
include, among other things, statements regarding the structure, timing and
completion of the proposed merger. Any statements contained in this
communication that are not statements of historical fact may be deemed to be
forward-looking statements. These forward-looking statements are based upon the
Company's current expectations. Forward-looking statements involve risks and
uncertainties.
Because such statements deal with future events and are based on the Company's
current expectations, they are subject to various risks and uncertainties and
actual results, performance or achievements of the Company or the combined
company could differ materially from those described in or implied by the
statements in this report, including: the risk related to the Company's ability
to complete the merger on the proposed terms and schedule, including risks and
uncertainties related to the satisfaction of the closing conditions related to
the merger agreement and risks and uncertainties related to the failure to
timely or at all obtain shareholder approval for the transaction; the execution
of definitive agreements with certain existing Chemomab shareholders including
risks and uncertainties related to the satisfaction of the closing conditions
related to the financing; risks related to the combined company's ability to
correctly manage its operating expenses and its expenses; risks related to the
market price of the Company's ADSs relative to the exchange ratio; unexpected
costs, charges or expenses resulting from the transaction; potential adverse
reactions or changes to business relationships resulting from the announcement
or completion of the proposed merger transaction; combined company's plans to
develop and commercialize its product candidates, including CM-101 and RAS; and
the requirement for additional capital to continue to advance these product
candidates, which may not be available on favorable terms or at all. In
addition, there can be no assurance that the Company will be able to complete
the transactions contemplated by the merger agreement or related transactions.
Additional risks and uncertainties relating to the Company and its business can
be found under the caption "Risk Factors" and elsewhere in the Company's filings
and reports with the SEC, including in the Company's Annual Report on Form 10-K
for the year ended December 31, 2019 filed with the SEC on March 17, 2020 as
updated by its Quarterly Reports on Form 10-Q for the quarters ended March 31,
2020, June 30, 2020 and September 30, 2020, filed with the SEC on May 7, 2020,
August 14, 2020 and November 16, 2020, respectively, and its other subsequent
filings with the SEC. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statements are based.
Additional Information and Where You Can Find It
In connection with the proposed transactions between the Company and Chemomab,
the Company filed a registration statement containing a proxy statement and
prospectus with the SEC. This communication is not a substitute for the proxy
statement or any other documents that the Company may file with the SEC or send
to its shareholders in connection with the proposed transactions. 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.
You 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 at www.sec.gov. Once filed, the proxy statement
will be available free of charge on the Company's website at
https://www.anchiano.com/, by contacting the Company's Investor Relations at
info@anchiano.com or by phone at 857-259-4622 or by mail at Investor Relations,
Anchiano Therapeutics Ltd., One Kendall Square, Building 1400E, Suite 14-105,
Cambridge, MA 02139.
Participants in Solicitation
The Company, Chemomab and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the holders of
the Company's ordinary shares in connection with the proposed transaction.
Information about the Company's directors and executive officers is set forth in
the Company's Definitive Proxy Statement for its 2020 Annual meeting, which was
filed with the SEC on April 6, 2020. 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 are included in the proxy statement and prospectus referred
to above. You may obtain free copies of these documents as described in the
preceding paragraph.
Non-Solicitation
This report will 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 will 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.
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