Chemomab Therapeutics Ltd ADR美股招股说明书(2025-07-25版)

CHEMOMAB THERAPEUTICS LTD. Up to $7,258,687American Depositary Shares representing Ordinary Shares We have entered into a Sales Agreement, dated as of July 25, 2025 (the “Sales Agreement”) with LifeSci Capital LLC (the“Agent”) relating to American Depositary Shares (“ADSs”), each representing twenty (20) ordinary shares, no par value, of theCompany offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement is not complete andmust be read together with the accompanying prospectus.In accordance with the terms of the Sales Agreement, we may offer and sellour ADSs having an aggregate offering price of up to $7,258,687 from time to time through the Agent pursuant to the Sales Agreementand this prospectus supplement and the accompanying prospectus. Our ADSs are listed on the Nasdaq Capital Market under the symbol “CMMB.” The last reported sales price of our ADSs onthe Nasdaq Capital Market on July 23, 2025 was $1.10 per ADS. Sales of our ADSs, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemedto be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Agent is not required to sell anyspecific number or dollar amount of securities, but will use commercially reasonable efforts to sell on our behalf all the ADSsrequested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and us.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agent will be entitled to compensation at a commission rate of 3.0% of the aggregate gross proceeds from each sale ofADSs. In connection with the sales of ADSs on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of the Agent will be deemed to be underwriting commissions or discounts. As of July 23, 2025, the aggregate market value of outstanding ADSs held by non-affiliates (“public float”) wasapproximately $28,146,402, based on 20,764,302 ADSs outstanding as of July 23, 2025, of which 20,104,573 ADSs were held by non-affiliates, and a per ADS price of $1.40 based on the closing sale price of such ADS on May 27, 2025. As of the date hereof, we havesold or offered 1,437,191 ADSs for a total of approximately $2,123,447 pursuant to General Instruction I.B.5 of Form F-3 during theprior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.5 of Form F-3, in noevent may we offer securities pursuant to this prospectus supplement and the accompanying prospectus with an aggregate offeringprice of more than one-third of the aggregate market value of ADSs held by non-affiliates in any twelve-month period, for as long asthe aggregate market value of the ADSs held by non-affiliates is less than $75,000,000. If, subsequent to the date of this prospectussupplement, the aggregate market value of our outstanding ADSs held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation on sales will not apply to additional sales made pursuant to this prospectus supplement and the accompanyingprospectus. Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation contained in and incorporated by reference under the heading “Risk Factors” beginning on page S-9 of thisprospectus supplement, beginning on page 6 of our most recent annual report on Form 20-F and under similar headings in theother documents that we have filed or that are filed after the date hereof and incorporated by reference into this prospectussupplement and the accompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary isa criminal offense. LifeSci Capital Prospectus Supplement dated July 25, 2025 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUSSUMMARYS-5THE OFFERINGS-8RISK FACTORSS-9DILUTIONS-12CAPITILIZATIONS-13USE OF PROCEEDSS-14MATERIAL TAX CONSIDERATIONSS-15PLAN OF DISTRIBUTIONS-25EXPENSESS-26LEGAL MATTERSS-27EXPERTSS-28ENFORCEABILITY OF CIVIL LIABILITIESS-29WHERE YOU CAN FIND MORE INFORMATIONS-31INCORPORATION BY REFERENCES-32 Page ABOUT THIS PROSPECTUS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT CHEMOMAB THERAPEUTICS LTD.6RISK FACTORS8USE OF PROCEEDS9CAPITALIZATION10DESCRIPTION OF SECURITIES11DESCRIPTION OF SHARE CAPITAL12DESCRIPTION OF AMERICAN DEPOSITARY SHARES19DESCRIPTION OF DEBT SECURITIES27DESCRIPTION OF WARRANTS34DESCRIPTION OF UNITS35PLAN OF DISTRIBUTION36ENFORCEMENT OF CIVIL LIABILITIES37EXPENSES38LEGAL MATTERS39EXPERTS40WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF C