Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 31, 2019, Robert Connelly resigned from the Board of Directors (the "Board") of Anchiano Therapeutics Ltd. (the "Company"). In submitting his resignation, Mr. Connelly did not express any disagreement on any matter relating to the operations, policies or practices of the Company. Mr. Connelly informed the Board that he has determined that it is necessary for him to focus on other business activities instead of continuing to serve as a member of the Board.




 Item 8.01 Other Events

On December 31, 2019, Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM"), Access Industries, LLC ("LLC"), Clal Biotechnology Industries Ltd. (TASE: CBI) ("CBI") and Len Blavatnik entered into a joint filing agreement and jointly filed an Amendment to Schedule 13D (the "Amendment") with the Securities and Exchange Commission. According to the Amendment, CBI is the beneficial owner of approximately 23.6% of the Company's outstanding shares and AIH, AIM, LLC and Len Blavatnik collectively beneficially own approximately 16.5% of the Company's outstanding shares. Clal Industries Ltd. owns approximately 47% of the outstanding shares of, and controls, CBI. The remaining 53% of CBI's outstanding shares are publicly-held. Clal Industries Ltd. is wholly-owned by Access AI Ltd., which is owned by AI Diversified Holdings S.à.r.l., which is owned by AI Diversified Parent S.à.r.l., which is owned by AI Diversified Holdings Limited ("AIDH Limited"). AIDH Limited is controlled by AI SMS L.P. ("AI SMS"). AIH owns a majority of the equity of AI SMS, and LLC holds a majority of the outstanding voting interests in AIH. AIM controls LLC and AIH, and Len Blavatnik controls AIM. CBI and AIH, AIM, LLC and Len Blavatnik may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, with a collective beneficial ownership of approximately 40.1% of the Company's outstanding shares.

The Company received a letter, dated December 27, 2019 (the "Demand Letter"), from CBI demanding that the Board convene a special general meeting (the "Special Meeting") of the shareholders of the Company immediately. The Demand Letter specified that the agenda for the Special Meeting should include resolutions to change the composition of the Board, including (i) the removal of Mr. Dennison T. Veru, Mr. Reginald L. Hardy, Mr. Robert Connelly and Dr. Lawrence Howard and (ii) the appointment of Mr. Michael Rice and Mr. Stan Polovets. Mr. Rice is co-founder of LifeSci Advisors, a life science investor relations firm that is currently engaged by the Company. Mr. Polovets is affiliated with AIH, AIM and LLC. The Demand Letter did not offer a rationale for the proposed actions. The Demand Letter was withdrawn by CBI on December 29, 2019. In connection with the withdrawal, CBI requested that the Board convene the Company's 2020 Annual General Meeting of Shareholders (the "Annual Meeting") as promptly as practicable to consider these matters.

The Board intends to review CBI's request carefully and respond in due course. The Amendment states that the reporting persons intend to monitor and evaluate their investment in the Company on an ongoing basis and expect to regularly review and consider alternative ways of maximizing their return on such investment. The Board is committed to act in the best interests of all the Company's shareholders and will review any future proposal intended to maximize shareholder value that may be submitted to the Board by the reporting persons or otherwise.

Separately, the Company determined that it no longer qualifies as a foreign private issuer. As a result, as of January 1, 2020, the Company is required to (i) file periodic reports and registration statements on U.S. domestic issuer forms with the Securities and Exchange Commission and (ii) comply with U.S. proxy requirements with respect to solicitation materials, including those relating to the Annual Meeting.

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