Business Context and Reporting Period
Company: Chemomab Therapeutics Ltd. (CMMB)
Filing Type: Annual Report on Form 20-F
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Chemomab is a clinical-stage biotechnology company focused on developing therapeutics for fibrotic and inflammatory diseases. Its lead product candidate, nebokitug (CM-101), is a first-in-class humanized monoclonal antibody targeting CCL24. The company is primarily advancing nebokitug for the treatment of Primary Sclerosing Cholangitis (PSC) and Systemic Sclerosis (SSc). As of December 31, 2025, the company had 12 employees/consultants.
Key Financial Metrics
| Metric (in thousands USD) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Net Loss | $(8,995) | $(13,945) | $(24,221) |
| Research & Development Expenses | $(5,833) | $(11,327) | $(18,381) |
| General & Administrative Expenses | $(3,734) | $(3,412) | $(7,078) |
| Financing Income (Net) | $572 | $794 | $1,238 |
| Cash, Cash Equivalents & Short-term Deposits | $10,400 | $14,266 | $13,596 |
| Accumulated Deficit | $(111,618) | $(102,623) | $(88,678) |
| Net Cash Used in Operating Activities | $(11,130) | $(15,386) | $(23,611) |
Note: The company has no debt. Liquidity is supported by cash reserves and equity financing.
Material Changes vs. Prior Period
- Reduced Net Loss: Net loss decreased by approximately 35% to $9.0 million in 2025 compared to $13.9 million in 2024, driven primarily by a 49% reduction in R&D expenses.
- R&D Expense Decline: R&D expenses dropped from $11.3 million to $5.8 million, attributed to the completion of the Phase 2 SPRING clinical trial in 2024, which reduced clinical trial and manufacturing costs in 2025.
- Capital Raising: The company raised approximately $7.2 million in net proceeds from financing activities in 2025, primarily through the issuance of shares under a new "At-the-Market" (ATM) facility with LifeSci Capital and the exercise of pre-funded warrants.
- ADS Ratio Change: In August 2025, the company adjusted its ADS ratio from 1 ADS = 20 ordinary shares to 1 ADS = 80 ordinary shares (a 1-for-4 reverse split equivalent).
Guidance, Outlook, and Risks
Outlook and Liquidity: Management believes current cash resources ($10.4 million) are sufficient to fund operations through the end of the first quarter of 2027. The company anticipates initiating a pivotal Phase 3 trial for PSC around year-end 2026, contingent on securing a strategic partnership or major financing. The company has suspended the initiation of the SSc Phase 2 trial to focus resources on the PSC program.
Going Concern: The filing explicitly states that the company's history of losses and negative cash flows raise substantial doubt about its ability to continue as a going concern. Continued operations depend on raising additional capital.
Key Risks:
- Capital Requirements: Significant additional funding is required for Phase 3 trials and commercialization. Failure to raise capital could force delays or termination of programs.
- Geopolitical Instability: As an Israeli company, operations are exposed to regional conflicts. A subsequent event note details a joint US-Israel attack on Iran and retaliatory missile/drone attacks in late February/early March 2026, leading to military reserve recruitment and business restrictions. Management currently assesses no material adverse impact on the 2025 financials, but future impact is uncertain.
- Clinical Development: Success is highly dependent on the lead candidate, nebokitug. Failure in Phase 3 or regulatory rejection would materially harm the business.
- PFIC Status: The company believes it was classified as a Passive Foreign Investment Company (PFIC) for 2025, which may subject U.S. shareholders to adverse tax consequences.
Investor Verification Checklist
- Cash Runway: Verify the sufficiency of the $10.4 million cash balance against the projected costs of the upcoming Phase 3 PSC trial and general operating expenses through Q1 2027.
- Financing Progress: Monitor the status of the LifeSci ATM facility and any new strategic partnership announcements required to fund the Phase 3 trial initiation.
- Geopolitical Impact: Assess the ongoing impact of the Middle East conflict on employee availability (military reserve duty), supply chain stability, and insurance costs.
- Clinical Milestones: Track the timeline for the initiation of the Phase 3 PSC trial and any updates on the FDA alignment regarding the trial design.
- PFIC Implications: Review the tax implications for U.S. investors given the company's PFIC status for the 2025 tax year.