The merger is structured as a reverse asset acquisition with Scipher as the accounting acquirer. The combined company's success hinges on advancing nebokitug into a Phase 2 RA trial using PrismRA and securing the PIPE financing. Monitor the shareholder vote on December 4, 2026 and any updates on Nasdaq listing approval for the combined company's shares under ticker SCIP.
Price Chart
Executive Summary
Chemomab Therapeutics Ltd. filed a definitive proxy statement for a special meeting on December 4, 2026, to vote on a merger with Scipher Medicine Corporation. Under the merger agreement, Chemomab Israel will domesticate into a Delaware corporation, then merge with Scipher, with Scipher becoming a wholly owned subsidiary. Chemomab Israel shareholders will receive shares of the new parent company (Snowdrift Parent Corporation, to be renamed Scipher Medicine Corporation) and contingent value rights tied to nebokitug milestones, while their ownership will be diluted to approximately 26.7% post-PIPE (assuming $30M PIPE). The board unanimously recommends approval of all proposals.
Key Financial Metrics
Key Facts
- Chemomab Israel shareholders to own approximately 26.7% of the combined company post-PIPE (assuming $30M PIPE), down from 100% pre-merger.
- Scipher securityholders to own approximately 56.7% and PIPE investors approximately 16.6% post-PIPE.
- Chemomab Israel assigned a valuation of $48 million; Scipher assigned $102 million; aggregate pre-PIPE valuation $150 million.
- Concurrent PIPE Investment of at least $30 million and up to $50 million at a $150 million pre-money valuation with 100% warrant coverage at 50% of valuation.
- Holders of Chemomab Israel ADSs and vested options will receive CVRs with potential payouts of $40 million (Phase 3 initiation or disposition in PSC) and $10 million (FDA approval in any indication).
- Chemomab Israel had $6.7 million in cash as of June 30, 2026 and an accumulated deficit of $115.6 million.
- Scipher had $2.3 million in cash as of June 30, 2026 and an accumulated deficit of $328.4 million.
- Merger expected to close in Q4 2026; vote requires simple majority of shares present at the meeting.
- Chemomab Israel board unanimously recommends voting FOR all proposals.
- Chemomab Israel shareholders holding approximately 20% of voting power have signed support agreements to vote in favor.
Financial Impact
Chemomab Israel shareholders will see their ownership diluted from 100% to approximately 26.7% (post-$30M PIPE). The combined company will have at least $30M in gross proceeds from the PIPE. CVRs offer up to $50M in contingent payments tied to nebokitug milestones.
Risk Factors
- Merger may not close if conditions (PIPE, Nasdaq listing, shareholder approvals) are not satisfied.
- Chemomab Israel may pursue dissolution if merger fails, given its limited cash runway.
- Significant dilution for Chemomab Israel shareholders; no adjustment based on market price of CMMB ADSs.
- Nebokitug has not been tested in RA patients; precision medicine strategy may not succeed.
- Both companies have substantial accumulated deficits and history of losses.
- CVR milestone payments are contingent and not guaranteed.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001493152-26-049444 |
| Document: formdefm14a.htm | 0001493152-26-049444 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 30, 2026 2d ago | DEFM14A | $1.14 | awaiting T+1 | awaiting T+1 | $1.16 (+1.90%) |
Oct 19, 2026 12d ago | 6-K | $1.18 $1.15 | ▼ −2.54% | ▼ −3.07% | $1.16 (−1.69%) |
Sep 30, 2026 4w ago | 6-K | $1.30 $1.43 | ▲ +10.00% | ▲ +9.26% | $1.16 (−10.77%) |
Aug 19, 2026 10w ago | 6-K | $2.09 $2.07 | ▼ −0.96% | ▼ −0.12% | $1.16 (−44.50%) |
Aug 19, 2026 10w ago | Press Release | $2.09 $2.07 | ▲ +0.96% | ▲ +0.12% | $1.16 (+44.50%) |
Jul 8, 2026 16w ago | 6-K | $1.97 $1.83 | ▼ −7.11% | ▼ −7.95% | $1.16 (−41.12%) |
Jun 2, 2026 21w ago | 6-K | $1.72 $1.80 | ▲ +4.65% | ▲ +4.25% | $1.16 (−32.56%) |
May 14, 2026 24w ago | 6-K | $1.70 $1.66 | ▼ −2.35% | ▼ −1.13% | $1.16 (−31.76%) |
May 14, 2026 24w ago | Press Release | $1.70 $1.66 | ▼ −2.35% | ▼ −1.13% | $1.16 (−31.76%) |
May 6, 2026 25w ago | 6-K | $1.74 $1.77 | ▲ +1.72% | ▲ +0.89% | $1.16 (−33.33%) |
US Market Status
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