SCHEDULE 13D/A: OrbiMed Entities Reduce Chemomab Therapeutics Stake Below 5% Threshold

OrbiMed Israel BioFund GP Limited Partnership and its affiliates have filed an exit Schedule 13D/A, reporting a reduction in their beneficial ownership of Chemomab Therapeutics Ltd. to below 5% following a sale of 1.61 million ADSs.

Summary

• OrbiMed Israel BioFund GP Limited Partnership, OrbiMed Israel GP Ltd., Carl L. Gordon, and Erez Chimovits (the "Reporting Persons") filed Amendment No. 5 to Schedule 13D for Chemomab Therapeutics Ltd.
• This filing serves as an "exit filing" as the Reporting Persons ceased to be beneficial owners of more than 5% of Chemomab's Ordinary Shares and American Depository Shares (ADSs).
• On June 18, 2025, OIP, an entity managed by OrbiMed, sold 1,610,000 ADSs at a price of $1.10 per ADS.
• Following this transaction, the Reporting Persons' aggregate beneficial ownership is 969,807 ADSs, representing approximately 4.8% of the outstanding ADSs.
• The calculation of beneficial ownership is based on 20,002,293 ADSs outstanding, which includes 19,163,759 ADSs reported by the Issuer on May 27, 2025, and an additional 838,534 ADSs from the exercise of presently exercisable Pre-Funded Warrants and warrants held by the Reporting Persons.
• The remaining holdings of OIP include 131,273 ADSs, 28,817 Warrants, and 809,717 Pre-Funded Warrants.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative because a significant institutional investor has reduced its stake below the 5% threshold, which can be perceived as a lack of strong conviction or a strategic exit, despite the filing being a routine disclosure of ownership change.

Future Outlook

The Reporting Persons intend to periodically review their investment in Chemomab Therapeutics Ltd. based on various factors, including the Issuer's business, financial condition, market conditions, and other investment opportunities. They may acquire or dispose of additional shares in the future depending on market and other factors.

Management Comments

• Carl L. Gordon and Erez Chimovits, as members of OrbiMed Israel's investment committee, disclaim beneficial ownership of the shares held by OIP.

Industry Context

This filing indicates a significant institutional investor, OrbiMed, a major player in the healthcare and biotech investment space, has reduced its stake in Chemomab Therapeutics Ltd. below the 5% threshold. While the filing itself does not provide specific industry trends, such a reduction by a specialized fund often signals a re-evaluation of the investment's role within their portfolio or a shift in their outlook on the company or the broader biotech sector, though the decision is stated to be based on various factors including the Issuer's prospects and market conditions.

Comparison to Industry Standards

• This document does not provide information that allows for a direct comparison of Chemomab Therapeutics Ltd.'s results to global industry benchmarks or specific comparable companies/projects. This filing is primarily an ownership disclosure.

Stakeholder Impact

• Shareholders: The reduction in stake by a major institutional investor like OrbiMed could lead to negative market sentiment and potentially impact share price due to perceived reduced institutional confidence.

Next Steps

• The Issuer is required to file a registration statement on Form F-1 or Form F-3 for the resale of securities from the Private Placement as soon as reasonably practicable, but no later than 30 days following the closing of the Private Placement.
• The Reporting Persons will continue to review their investment and may acquire or dispose of additional shares in the future.

Key Dates

Recommendation

Keywords

Chemomab Therapeutics Ltd., CMAB, OrbiMed, Schedule 13D/A, Beneficial Ownership, ADSs, Ordinary Shares, Investment Fund, Biotechnology, Pharmaceuticals, SEC Filing, Exit Filing