Chemomab holder HBM reports 12.5% stake

HBM Healthcare Investments reports a 12.5% beneficial stake in Chemomab and elects to exercise Pre-Funded Warrants to meet voting commitments under a Shareholder Support Agreement.

Rhea-AI Filing Summary

Chemomab Therapeutics Ltd. (CMMB) received an amended Schedule 13D from HBM Healthcare Investments (Cayman) Ltd., which reports beneficial ownership of 80,971,680 Ordinary Shares, representing 12.5% of Chemomab’s outstanding ordinary shares, with sole voting and dispositive power over this stake.

The filing explains that HBM holds American Depositary Shares, with each ADS representing 80 Ordinary Shares, and therefore reports ownership in terms of Ordinary Shares. On September 7, 2026, HBM notified Chemomab that it elected to exercise its Pre-Funded Warrants in order to carry out its voting obligations under an existing Shareholder Support Agreement.

Filing Explained

The amendment records HBM’s election to exercise pre-funded warrants to meet voting obligations, but does not report completed exercise or issuance of resulting shares; it therefore establishes no additional issued stake for existing holders.

Key Figures

Beneficial ownership: 80,971,680 Ordinary Shares Percent of class: 12.5% Sole voting power: 80,971,680 Ordinary Shares +3 more

6 metrics

Beneficial ownership 80,971,680 Ordinary Shares Shares beneficially owned by HBM Healthcare Investments (Cayman) Ltd.

Percent of class 12.5% Portion of Chemomab’s outstanding ordinary shares represented by HBM’s holdings

Sole voting power 80,971,680 Ordinary Shares Ordinary Shares over which HBM reports sole voting power

Sole dispositive power 80,971,680 Ordinary Shares Ordinary Shares over which HBM reports sole dispositive power

ADS to Ordinary Share ratio 1 ADS : 80 Ordinary Shares Each American Depositary Share of Chemomab represents 80 Ordinary Shares

Date of event reported September 7, 2026 Date HBM sent notice of its election to exercise Pre-Funded Warrants

Key Terms

American Depositary Shares, Pre-Funded Warrants, Shareholder Support Agreement, beneficial ownership, +1 more

5 terms

American Depositary Shares financial

"HBM Healthcare Investments (Cayman) Ltd. owns American Depositary Shares ("ADSs") of the Issuer."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Pre-Funded Warrants financial

"HBM sent formal notice ... of its election to exercise its Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Shareholder Support Agreement financial

"in order to effectuate its voting obligations under the Shareholder Support Agreement"

beneficial ownership financial

"Accordingly, the Reporting Person's beneficial ownership is reported in this"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Sole Dispositive Power 80,971,680.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in CMMB does HBM Healthcare Investments report in this Schedule 13D/A?

HBM Healthcare Investments (Cayman) Ltd. reports beneficial ownership of 80,971,680 Ordinary Shares of Chemomab Therapeutics Ltd., representing 12.5% of Chemomab’s outstanding ordinary shares, with sole voting and sole dispositive power over this entire position.

How are Chemomab Therapeutics Ltd. (CMMB) ADSs related to its Ordinary Shares?

HBM states that each American Depositary Share (ADS) of Chemomab represents 80 Ordinary Shares, no par value per share. Beneficial ownership for Schedule 13D reporting is therefore presented in terms of Ordinary Shares rather than ADSs.

Why did HBM amend its Schedule 13D for CMMB?

The amendment updates Item 4 to state that on September 7, 2026, HBM sent formal notice to Chemomab of its election to exercise its Pre-Funded Warrants in order to effectuate voting obligations under a Shareholder Support Agreement.

Does HBM share voting or dispositive power over its CMMB stake with any other party?

No. HBM reports sole voting power over 80,971,680 Ordinary Shares and sole dispositive power over the same amount, with 0 shares reported as having shared voting or shared dispositive power.

Are the ADSs of Chemomab Therapeutics (CMMB) treated as a separate class of securities?

HBM notes that the Ordinary Shares are registered under Section 12 of the Exchange Act and that the ADSs are not deemed a separate class of securities for Section 13(d) beneficial ownership calculations, so ownership is reported in Ordinary Shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 04:00 PM Accepted by SEC EDGAR 09/09/2026 - 04:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Chemomab Therapeutics Ltd.

(Name of Issuer)

Ordinary shares, no par value per share

(Title of Class of Securities)

16385C203

(CUSIP Number)

Jean-Marc LeSieur
Governors Square, 23 Lime Tree Bay Avenue, PO Box 30852
Grand Cayman, E9, KY1-1204
1345 946 8002

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

09/07/2026

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 16385C203

1

Name of reporting person

HBM Healthcare Investments (Cayman) Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 80,971,680.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 80,971,680.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

80,971,680.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount of shares reported in rows 7, 9 and 11 reflect the number of Ordinary Shares (as defined herein) represented by the ADSs (as defined herein) that the Reporting Person owns. Voting and investment power over the Ordinary Shares represented by the ADSs held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the "Board"). The Board consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D., and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the Ordinary Shares represented by ADSs.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, no par value per share
(b)	Name of Issuer: Chemomab Therapeutics Ltd.
(c)	Address of Issuer's Principal Executive Offices: KIRYAT ATIDIM, BUILDING 7, Tel Aviv, ISRAEL , ISRAEL.
Item 1 Comment: Pursuant to Rule 13d-2 under the Act, this Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 16, 2026 (the "Original Schedule 13D" and, together with this Amendment No. 1, the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. HBM Healthcare Investments (Cayman) Ltd. (the "Reporting Person" or "HBM") owns American Depositary Shares ("ADSs") of the Issuer. Each one ADS represents eighty (80) ordinary shares, no par value per share, of the Issuer ("Ordinary Shares"). The Ordinary Shares are registered under Section 12 of the Act, and the ADSs are not deemed a separate class of securities for purposes of calculating beneficial ownership under Section 13(d) of the Act. Accordingly, the Reporting Person's beneficial ownership is reported in this Schedule 13D in terms of Ordinary Shares, not ADSs. However, the CUSIP provided in this statement is the CUSIP for the Issuer's ADSs, because there is no CUSIP number assigned to the Ordinary Shares.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On September 7, 2026, HBM sent formal notice to the Issuer of its election to exercise its Pre-Funded Warrants in order to effectuate its voting obligations under the Shareholder Support Agreement (as defined and described in the Original Schedule 13D).

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.

HBM Healthcare Investments (Cayman) Ltd.

Signature:	/s/ Jean-Marc LeSieur
Name/Title:	Jean-Marc LeSieur, Managing Director
Date:	09/09/2026