Chemomab Therapeutics Ltd ADR 2025年年度报告和过渡报告

FORM20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Chemomab Therapeutics Ltd.(Exact name of Registrant as specified in its charter) Securities registered or to be registered, pursuant to Section 12(b) of the Act Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report. Asof December 31, 2024, the registrant had outstanding377,132,220ordinary shares, no par value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. Yes☐No☒ Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from theirobligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ ☐International Financial Reporting Standards as issued by the International Accounting Standards Board☐Other If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements. Yes☐No☒ A.[Reserved.]B.Capitalization and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk Factors ITEM 4. INFORMATION ON THE COMPANY A.History and Development of the CompanyB.Business OverviewC.Organizational StructureD.Property, Plants and Equipment A.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, Etc.D.Trend InformationE.Critical Accounting Estimates ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.Directors and Senior ManagementB.CompensationC.Board PracticesD.EmployeesE.Share OwnershipF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.Major ShareholdersB.Related Party TransactionsC.Interests of Experts and Counsel ITEM 8. FINANCIAL INFORMATION A.Consolidated Statements and Other Financial InformationB.Significant Changes ITEM 9. THE OFFER AND LISTING A.Offer and Listing DetailsB.Plan of DistributionC.MarketsD.Selling ShareholdersE.DilutionF.Expenses of t