Anchiano Therapeutics Ltd. appointed Adi Mor as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers 


Resignation of Directors 


In accordance with the Merger Agreement, Stanislav Polovets, Ruth Alon and Isaac Kohlberg resigned from the Board and any respective committees of the Board of which they were members. The resignations were not the result of any disagreements with Anchiano relating to its operations, policies or practices.


Appointment of Directors 


In accordance with the Merger Agreement, on March 16, 2021, effective at the Effective Time, the following individuals were appointed to the Board as directors in the classes set forth below: Stephen Squinto, Ph.D., Adi Mor, Ph.D., Nissim Darvish, M.D., Ph.D, Joel Maryles, Alan Moses, MD, FACP and Claude Nicaise, MD. Neil Cohen, who was a director of Anchiano, continues to serve as a director of the Company.


Other than pursuant to the Merger Agreement, there were no arrangements or understandings between the Company's newly appointed directors and any person pursuant to which they were elected. None of the Company's newly appointed directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Class Designations 


Following the Merger, the classes of the Board are as follows:


- Class I Directors, whose terms expire at the Company's 2022 Annual Meeting: Stephen Squinto, Nissim Darvish and Joel Maryles. 


- Class II Directors, whose terms expire at the Company's 2023 Annual Meeting: Neil Cohen and Claude Nicaise 


- Class III Directors, whose terms expire at the Company's 2024 Annual Meeting: Adi Mor and Alan Moses 


Stephen Squinto, Ph.D. will serve on the Board as chairman upon the consummation of the Merger. Dr. Squinto is a Partner at OrbiMed Advisors LLC, an investment firm, and has also served as acting Head of Research and Development of SpringWorks Therapeutics, Inc. Dr. Squinto currently serves on the boards of directors of Passage Bio Inc., SpringWorks Therapeutics, Inc., and several private companies. Dr. Squinto also previously served on the boards of directors of Audentes Therapeutics, Inc. and Arvinas, Inc. Previously, Dr. Squinto co-founded Alexion Pharmaceuticals, a biotechnology company, and served as its Executive Vice President and Chief Global Operations Officer from 2012 to January 2015 and as its Global Head of Research and Development from 2007 to 2012. Dr. Squinto holds a Ph.D. in biochemistry and biophysics and a B.A. in chemistry from Loyola University of Chicago. We believe Dr. Squinto is qualified to serve as a director due to his extensive experience as an entrepreneur and investor in the life sciences industry and his service on the boards of other public and private biopharmaceutical and biotechnology companies.


Adi Mor, Ph.D. will serve on the Board upon the consummation of the Merger. Dr. Mor is a co-founder of Chemomab and has served as Chemomab's Chief Executive Officer, Chief Scientific Officer, member of Chemomab's board of directors since its formation in 2011. She has in-depth knowledge in immunology focusing on rare diseases and broad experience in designing, developing and patenting a novel class of monoclonal antibodies to treat inflammatory and fibrotic diseases. Dr. Mor received her Ph.D. in immunology from Tel Aviv University in the Department of Neurobiochemistry in Israel and is the lead author of numerous scientific journal publications in immunology and inflammatory disorders. Dr. Mor is expected to be appointed to serve on the board of directors of the combined company because of her scientific background and experience in the life sciences industry.


Nissim Darvish, M.D., Ph.D. will serve on the Board upon the consummation of the Merger. Dr. Darvish is a Venture Partner at OrbiMed Israel, an investment firm. Dr. Darvish currently serves as a director of 9 Meters Biopharma Inc. and several private companies. Previously, Dr. Darvish was employed at Pitango Venture Capital, where he was a General Partner managing life sciences investments. He was also the founder and CEO of Impulse Dynamics, where he culminated in a $250 million realization event. Dr. Darvish obtained his M.D. and Ph.D. in Biophysics and Physiology from the Technion in Israel, and subsequently conducted his post-doctoral research at NIH. He has published over 100 patents and authored over 20 publications. We believe that Dr. Darvish is qualified to serve on our board of directors based on his roles on several public and private boards of directors as well as his extensive experience in investing in healthcare companies.


Joel Maryles has served on the Board upon the consummation of the Merger. Mr. Maryles currently serves on the board of directors and as the Chairman of Remuneration Committee of Jefferies International Ltd., since 2016. Mr. Maryles previously served on the board of directors of Radware Ltd. (NASDAQ: RDWR), from 2014 to 2020 and from 2014 to 2016, on the board of directors of EZchip Semiconductor Ltd., which was acquired by Mellanox Technologies in 2016. From 2015 to 2018, Mr. Maryles was a Partner at OurCrowd and from 2007 to 2012, he served as a Portfolio Manager at T-Cubed Investments, which he founded. Prior to that, Mr. Maryles served as a Managing Director of the Investment Banking division of Citigroup, Israel and of Furman Selz, Israel. Mr. Maryles holds a Bachelor of Science in Mechanical Engineering from the University of Illinois and an MBA from the University of Chicago, Illinois.


Alan Moses, M.D., FACP will serve on the Board upon the consummation of the Merger. Dr. Moses is board certified by the ABIM with subspecialty certification in Endocrinology and Metabolism and is a Fellow of the American College of Physicians. Dr. Moses currently serves on the board of directors of BioFabUSA, since 2018. Prior to that time, from 2008 to 2018, Dr. Moses served as the Global Chief Medical Officer of Novo Nordisk A/S (CPH: NOVO-B), which he joined in 2004. Dr. Moses served as a Professor of Medicine at Harvard Medical School from 2002 to 2006, and in collaboration with MIT, he co-founded and co-directed the Clinical Investigator Training Program, which focused on training physician-scientists in translational research. Dr. Moses previously served as the Senior Vice President and Chief Medical Officer of the Joslin Diabetes Center, from 1998 to 2004. Dr. Moses holds a BS from Duke University, North Carolina and an MD from Washington University School of Medicine, Missouri.


Claude Nicaise, M.D. will serve on the Board upon the consummation of the Merger. Dr. Nicaise is a physician with extensive US and international experience in clinical drug development, strategic management, worldwide regulatory strategy, pharmaceuticals, biotechnology, including clinical cancer research, infectious diseases and neuroscience. Dr. Nicaise is the owner and founder of Clinical Regulatory Services, which provides consulting services to the life science and biotechnology industry in support of all aspects of clinical and regulatory development. Dr. Nicaise currently serves on the board of directors and as the Chairman of the Compensation Committee of Sarepta Therapeutics, Inc. (NASDAQ: SRPT), since 2015, as well as on the board of directors of Mynoryx Therapeutics, since 2017. Prior to that time, from 2008 to 2014, Dr. Nicaise served as the Senior Vice President of Alexion Pharmaceuticals Inc. (NASDAQ: ALXN), and between 1984 and 2008, he held numerous senior management roles at Bristol Myers Squibb (NYSE: BMY). Dr. Nicaise holds an MD and a degree in Internal Medicine, Clinical Oncology, from Brussels University, Belgium.


Neil Cohen has served as a member of Anchiano's board of directors since April 2020 and as Anchiano's interim Chief Executive Officer from October 2020 until the consummation of the Merger. Mr. Cohen has served as the Chairman and Chief Executive Officer of Castel Partners Ltd. since January 2012. In 1994, he co-founded Israel Seed Partners, a leading venture capital firm, and managed the firm until 2019. Mr. Cohen has invested in and served on the boards of directors of many private technology companies, including a large number which were acquired or completed successful initial public offerings, including Compugen (Nasdaq: CGEN), Shopping.com (Nasdaq: SHOP, acquired by EBAY), Broadlight (acquired by Broadcom, Nasdaq: AVGO) and Cyota (acquired by RSA). He is a venture partner at SKY, an Israeli middle-market private equity firm, Hetz Ventures Management Ltd., an early-stage Israeli venture capital fund, and Shavit Capital. Mr. Cohen was previously the Business Editor of The Jerusalem Post and began his career in the private equity group at N M Rothschild & Sons Limited in London. Mr. Cohen received a B.A. and M.A. in Oriental Studies, with first class honors, from Oxford University. Mr. Cohen will serve on the Board of the combined company because of his extensive experience serving as a director of both private and public companies.


Committees


Audit Committee 


In connection with the closing of the Merger, Joel Maryles, Alan Moses and Claude Nicaise were appointed to the audit committee of the Board. Joel Maryles was appointed as the chairperson of the audit committee and is a financial expert under the rules of the SEC.


Compensation Committee 


In connection with the closing of the Merger, Nissim Darvish and Neil Cohen were appointed to the compensation committee of the Board, and Nissim Darvish was appointed the chair of the compensation committee.


Corporate Governance and Nominating Committee 


In connection with the closing of the Merger, Neil Cohen and Joel Maryles were appointed to the nominating and corporate governance committee of the Board, and Neil Cohen was appointed the chair of the nominating and corporate governance committee.


Resignation of Principal Officers


In accordance with the Merger Agreement, on March 16, 2021, upon the effective time of the Merger, Neil Cohen resigned as interim Chief Executive Officer of the Company, and Andrew Fine resigned as Chief Financial Officer of the Company.


Appointment of Principal Officers 


In accordance with the Merger Agreement and an action of the Board, on March 16, 2021, the Board appointed Adi Mor as the Company's Chief Executive Officer and Chief Scientific Officer, Sigal Fattal as the Company's interim Chief Financial Officer and Aaron Aharon as the Company's Chief Medical Officer, each effective as of the closing of the Merger and to serve at the discretion of the Board.


There are no family relationships among any of the Company's newly appointed principal officers. None of the Company's newly appointed principal officers has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Adi Mor, Ph.D. Dr. Mor's biographical information is disclosed in the section above under the heading "Appointment of Directors."


Arnon Aharon, M.D. has served as Chemomab's Chief Medical Officer since January 2018. Prior to his promotion, Dr. Aharon served as Chemomab's Head of Clinical Development from December 2016 to December 2017. Prior to joining Chemomab, from January 2014 to November 2016, Dr. Aharon served as Chief Medical Officer at BioLineRx Ltd., a company listed on Nasdaq and The Tel Aviv Stock Exchange, where he directed the oncology and immunology pipeline. Dr. Aharon also served at multiple senior management positions at biotechnology companies, including Pharmos Ltd., a company listed on Nasdaq and The Tel Aviv Stock Exchange, Thrombotech Ltd., and LycoRed Ltd. Dr. Aharon is a member of several industry advisory groups and provides consulting services to biotechnology companies and academic institutions. Dr. Aharon received his M.D. from the University of Tel Aviv in Israel.


Sigal Fattal has served as Chemomab's interim Chief Financial Officer since October 2020. Prior to joining Chemomab, from March 2017 to December 2019, Ms. Fattal served as Chief Financial Officer at BiomX (NYSE American: PHGE), a clinical stage microbiome product discovery company. Prior to joining BiomX, Ms. Fattal served as Chief Financial Officer at Evogene (Nasdaq and TASE: EVGN), a computational biology company, from 2013 to 2016. Prior to that time, Ms. Fattal served in multiple financial and operational executive roles in various companies. Ms. Fattal also currently serves as co founder of Simbiz, which was started in September 2020 and which offers one-stop shop corporate services to startup companies. Ms. Fattal is a certified CPA (Isr.), and holds a BA in Accounting and Economics, and an MBA, both from Tel Aviv University.