Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Neil Cohen as CEO
On October 20, 2020, Anchiano Therapeutics Ltd. (the "Company") appointed Neil
Cohen, age 57, as Chief Executive Officer of the Company, effective immediately.
Pursuant to his employment agreement, in his capacity as Chief Executive Officer
of the Company Mr. Cohen will receive a gross salary of $12,000 per month. Mr.
Cohen will continue to serve as a member of the Company's board of directors
(the "Board").
Mr. Cohen has served as the Chairman and Chief Executive Officer of Castel
Partners Ltd. since January 2012. In 1994, he co-founded Israel Seed Partners, a
leading venture capital firm, and managed the firm until 2019. Mr. Cohen has
invested in and served on the boards of directors of many private technology
companies, including a large number which were acquired or completed successful
initial public offerings, including Compugen (Nasdaq: CGEN), Shopping.com
(Nasdaq: SHOP, acquired by EBAY), Broadlight (acquired by Broadcom, Nasdaq:
AVGO) and Cyota (acquired by RSA). He is a venture partner at SKY, an Israeli
middle-market private equity firm, at Hetz Ventures Management Ltd., an
early-stage Israeli venture capital fund, and Shavit Capital. Mr. Cohen was
previously the Business Editor of The Jerusalem Post and began his career in the
private equity group at the Rothschild Bioscience Unit of N M Rothschild & Sons
Limited in London. Mr. Cohen received a B.A. and M.A., with first class honors,
from Oxford University.
Mr. Cohen is not a party to any agreement or transaction that would require
disclosure under Item 404(a) of Regulation S-K. There are no family
relationships between Mr. Cohen and any other director or executive officer of
the Company that would require disclosure under Items 401(d) or 404(a) of
Regulation S-K.
Appointment of Andrew Fine as CFO
On October 20, 2020, the Company appointed Andrew Fine, age 50, to serve as the
Chief Financial Officer of the Company, effective immediately. Mr. Fine
previously served as the Company's Interim Chief Financial Officer pursuant to
an arrangement with his employer, Line Consulting A.S Ltd. ("Line Consulting") .
Mr. Fine will enter into an employment agreement with the Company for which he
will receive compensation equivalent to that previously paid to Line Consulting
in respect of Mr. Fine's services as Interim Chief Financial Officer, adjusted
for customary differences between employment and consulting compensation.
Mr. Fine has served as the Company's Interim Chief Financial Officer since July
2020. Mr. Fine has more than 20 years of experience in executive financial and
operational roles and is currently Co-Managing Director at Line Consulting Ltd.
Mr. Fine previously held roles as Chief Financial Officer at Seeking Alpha,
ScaleMP and Freightos , leading finance and operations for the companies' global
activities. Mr. Fine holds a BA and an MBA from the Hebrew University of
Jerusalem.
Mr. Fine is not a party to any agreement or transaction that would require
disclosure under Item 404(a) of Regulation S-K. There are no family
relationships between Mr. Fine and any director or other executive officer of
the Company that would require disclosure under Items 401(d) or 404(a) of
Regulation S-K.
Reconstitution of Audit Committee
On October 20, 2020, the Company reconstituted the membership of the Audit
Committee of the Board. Mr. Cohen stepped down from the Audit Committee (of
which he was Chair) (as well as stepping down from the Compensation Committee
and the Corporate Governance and Nominating Committee) in light of his new
position as Chief Executive Officer of the Company. Ruth Alon, a current member
of the Audit Committee, has been designated as the new Chair of the Audit
Committee. Current Board member Isaac Kohlberg will join the Audit Committee.
The Board has determined that all of the members of the Audit Committee, as
reconstituted, are independent as defined in Israel's Companies Law, 5759-1999,
as amended, Securities and Exchange Commission ("SEC") rules and Nasdaq listing
requirements. The Board has determined that all members of the Audit Committee
meet the requirements for financial literacy under the applicable rules and
regulations of the SEC and the Nasdaq listing rules. The Board has determined
that Ms. Alon is an Audit Committee financial expert as defined by the SEC rules
and has the requisite financial experience as defined by the Nasdaq rules.
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