Chemomab Therapeutics Ltd

Background

Pursuant to the Companies Law, any arrangement between a company and its chief executive officer as pertaining to his or her terms of engagement and compensation must be consistent with such company's compensation policy and must be approved by the compensation committee, the board of directors and the shareholders, in that order.

The grant of RSUs (as detailed below) to Dr. Adi Mor was approved first by our compensation committee and then by the Board, following (a) the positive results from the Phase II clinical trial in PSC reported by the Company, which the compensation committee and Board determined as representing a significant and positive milestone for the Company, and (b) the closing of the private placement financing transaction that resulted in gross proceeds of $10 million for the Company to further fund the development programs for CM-101. In addition to the foregoing achievements, the compensation committee and the Board considered, among other factors, (i) measures to incentivize Dr. Mor’s continued performance at a high level, (ii) the terms and limitations of our Compensation Policy, and (iii) other factors as required by the Companies Law.

Accordingly, at the Meeting, shareholders will be asked to approve a grant of 126,848 RSUs to Dr. Mor, with each RSU representing one ADS, if settled, and which grant represents 0.5% of the fully diluted capitalization of the Company as of the date of this proxy statement. The grant will be made in accordance with the terms of the Company’s 2015 Share Incentive Plan and will vest over a period of four years; provided, however, that upon a change in control of the Company (the “Change in Control”): (1) 66% of such RSUs unvested upon such Change in Control will accelerate and vest and (2) 34% of such RSUs unvested upon such Change in Control will accelerate and vest upon the earlier of (a) Dr. Mor’s termination not for cause following the Change in Control, or (b) upon the one year anniversary of the Change in Control provided that Dr. Mor remains engaged with the Company or with the successor company as of the foregoing one year anniversary.

In connection with the Proposal, the Companies Law allows our Board to approve such proposal even if the general meeting of shareholders has voted against its approval, provided that the Company’s compensation committee, and thereafter its Board, each determines to approve it, based on detailed arguments that the proposed resolutions are in the best interests of the Company despite the opposition of the shareholders, and after having reconsidered the matters.