Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 16, 2022, the Board of Directors (“Board”) of Chemomab Therapeutics
Ltd. (the “Company”) appointed Jill M. Quigley to the Board and the audit
committee of the Board (the “Audit Committee”), effective immediately. The Board
determined Ms. Quigley to be an independent director and designated her as an
audit committee financial expert. With Ms. Quigley’s appointment to the Board,
the size of the Board will be seven directors. Following Ms. Quigley’s
appointment to the Audit Committee, such committee will be comprised of Claude
Nicaise (Chair), Alan Moses, and Jill M. Quigley. The biographical information
for Ms. Quigley appears below:
Jill M. Quigley, age 47, has more than 20 years of biotechnology industry
experience encompassing executive management, corporate operations, legal
affairs, financing and board membership. Since December 2020, Ms. Quigley has
served as a member of the board of directors of Terns Pharmaceuticals, Inc.
(Nasdaq: TERN), including her role as chairperson of its audit committee. From
November 2018 until December 2021, Ms. Quigley served as Chief Operating Officer
of Passage BIO, Inc. (Nasdaq: PASG). Previously, she served as the Interim Chief
Executive Officer and General Counsel of Nutrinia, Inc., from January 2016 to
November 2018. From July 2012 to January 2016, Ms. Quigley served in various
roles at Shire plc, most recently as Senior Legal Counsel. Ms. Quigley received
her undergraduate degree in Communications, Legal Institutions, Economics &
Governance (CLEG) from American University and J.D. from Rutgers School of Law.
There are no arrangements or understandings between Ms. Quigley and any other
person pursuant to which she was appointed. Ms. Quigley’s compensation for her
service as a non-employee director will be consistent with that of the Company’s
other non-employee directors. Ms. Quigley is not a party to any transaction that
would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
As described in Item 5.02 above, on June 21, 2022, the Company issued a press
release announcing the appointment of Ms. Jill M. Quigley to the Board. A copy
of the press release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press release titled: "Jill M. Quigley joins Chemomab board of directors", dated June 21, 2022.
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