Sec Form 13D Filing - Access Industries Holdings LLC filing for CHEMOMAB THERAPEUTICS LTD (CMMB) - 2020-12-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Anchiano Therapeutics Ltd.

(Name of Issuer)

Ordinary Shares, no par value

American Depositary Shares, each of which represents five Ordinary Shares, no par value,

evidenced by American Depositary Receipts

(Title of Class of Securities)

03280X102*

(CUSIP Number)

Alejandro Moreno

c/o Access Industries, Inc.

40 West 57th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Matthew E. Kaplan

Debevoise & Plimpton LLP

919 Third Avenue New York,

New York 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 14, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   ☐

CUSIP No. 03280X102

CUSIP No. 03280X102

CUSIP No. 03280X102

CUSIP No. 03280X102

CUSIP No. 03280X102

AMENDMENT NO. 4 TO SCHEDULE 13D

This amendment to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”), Access Industries, LLC (“Access LLC”), Clal Biotechnology Industries Ltd. (“CBI”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) relating to the American Depositary Shares, no par value (“ADSs”), evidenced by American Depositary Receipts, each of which represents five ordinary shares, no par value per share (the “Ordinary Shares”), of Anchiano Therapeutics Ltd. (the “Issuer”). As a result of CBI’s relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a “group”, within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 13 of the Exchange Act.

The Schedule 13D filed with the Securities and Exchange Commission on February 21, 2019 (the “Schedule”), as amended and supplemented by Amendment No. 1 filed on December 31, 2019, Amendment No. 2 filed on January 13, 2020 and Amendment No. 3 filed on March 31, 2020, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

Item 2 Identity and Background

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.14 hereto.

None of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed on Annex A hereto, has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Please see Annex A for information regarding the directors and executive officers of CBI.

As a result of CBI’s relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a “group”, within the meaning of Rule 13d-5(b)(1) under Act, with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 13 of the Exchange Act.

Item 4 Purpose of Transaction

The disclosure in Item 4 is hereby amended to add the following to the end thereof:

On May 20, 2020, Ofer Gonen informed the Issuer’s board of directors of his resignation from the Issuer’s board of directors, effective immediately.

On December 14, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chemomab Ltd., an Israeli limited company (“Chemomab”), and CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of the Issuer (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Issuer’s shareholders and Chemomab’s shareholders, Merger Sub will be merged with and into Chemomab (the “Merger”), with Chemomab surviving the Merger as a wholly-owned subsidiary of the Issuer. At the effective time of the Merger (the “Effective Time”): (a) each Chemomab ordinary share outstanding immediately prior to the Effective Time (excluding shares held by Merger Sub or Chemomab) will be converted solely into the right to receive a number of ADSs equal to the exchange ratio described in the Merger Agreement, and each outstanding Chemomab option will be assumed by the Issuer, based on the same exchange ratio. Under the exchange ratio formula in the Merger Agreement, following the closing of the Merger (the “Closing”), the former Chemomab securityholders immediately before the Merger are expected to own approximately 90% of the aggregate number of the outstanding securities of the Issuer, and the securityholders of the Issuer immediately before the Merger are expected to own approximately 10% of the aggregate number of the outstanding securities of the Issuer, subject to certain assumptions (on a fully diluted basis) and subject to adjustment pre-closing of the Merger based on the Issuer’s net cash balance at the time of the Closing.

In connection with the Merger Agreement, on December 14, 2020, AIH and CBI entered into a Shareholder Support Agreement with Chemombab (the “Support Agreement”). Pursuant to the Support Agreement, AIH and CBI will vote all of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by them in favor of the issuance of the ADSs in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Concurrently with the execution of the Merger Agreement, AIH, CBI and certain other investors in the Issuer entered into lock-up agreements (the “Lock-up Agreements”) with the Issuer, pursuant to which they accepted certain restrictions on transfers of Ordinary Shares held, or to be held, by them (including Ordinary Shares represented by ADSs) for the 180-day period following the Effective Time.

In connection with the Merger Agreement, on December 14, 2020, CBI and certain other investors in the Issuer executed a Cashless Exercise Notice, Amendment, Waiver, Release and Termination (the “Waiver”) in connection with the Securities Purchase Agreement, dated as of March 28, 2018 (the “2018 Purchase Agreement”), and the warrants issued thereunder among the Issuer, CBI and certain other investors of the Issuer. As an inducement for the Issuer and Chemomab to enter into the Merger Agreement, pursuant to the Waiver, CBI and the other investors agreed to exercise all of their warrants of the Issuer upon the Closing, reduce the number of Ordinary Shares to which they are entitled as a result of the Merger pursuant to the price protection provisions of the 2018 Purchase Agreement and waive their rights to the balance of the price protection, and upon the Closing, release the Issuer from any further obligations under the 2018 Purchase Agreement and terminate the price protection rights and the Investors Rights Agreement, dated June 29, 2018, related to the Ordinary Shares and warrants held by such investors.

The foregoing descriptions of the Support Agreement, the Lock-up Agreements and the Waiver do not purport to be complete and are qualified in their entirety by reference to the Form of Support Agreement, the Form of Lock-up Agreement and the Waiver, which are filed as exhibits and incorporated herein by reference.

Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The disclosure in Item 6 is hereby amended and supplemented as follows:

The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

Item 7 Materials to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 21, 2020

Annex A

The address for each director and officer is c/o Clal Biotechnology Industries Ltd., 3 Azrieli Center Triangle Tower, 45 Floor, 132 Menachem Begin St. Tel Aviv 6702301, Israel.