Chemomab Files Definitive Proxy for Reverse Merger With Scipher Medicine

What happened

Chemomab Therapeutics Ltd. (ticker CMMB), an Israeli clinical-stage biotech, filed a definitive proxy statement and prospectus with the SEC on October 30, 2026, asking shareholders to approve its merger with privately held Scipher Medicine Corporation, a Delaware company.

The merger agreement was signed July 7, 2026, with amendments dated September 23 and October 16, 2026. Chemomab's board unanimously determined the deal is fair to and in the best interests of Chemomab and its shareholders, according to the filing.

Chemomab's American Depositary Shares closed at $1.16 on the event date, up 6.42% from the prior close of $1.09, according to the price data provided. The sources do not explain the move, and none connects it to the filing.

Chemomab shareholders will vote on six proposals at a special meeting, including the merger agreement, the redomiciliation, a concurrent private financing, a new board, and two equity plans. The filing does not state a meeting date in the text provided.

The deal structure

The transaction happens in two steps. First, Chemomab redomiciles from Israel to Delaware by merging into a new Delaware parent, 'Chemomab Parent,' which will be renamed Scipher Medicine Corporation. Each existing Chemomab share converts into Chemomab Parent stock under a ratio described below.

Second, a subsidiary of Chemomab Parent merges into Scipher, making Scipher a wholly owned subsidiary. Scipher's existing stock, options and warrants are cancelled. Its 2026 convertible notes convert into Chemomab Parent shares, and its older 2025 notes are cancelled for no consideration under the priority terms of the 2026 note agreement.

Before the financing, Chemomab holders are expected to own about 32% of the combined company and Scipher securityholders about 68%, on a fully diluted, as-converted basis. The allocation is subject to adjustment, including for Scipher's debt at closing.

Chemomab expects the combined company's common stock to list on the Nasdaq Capital Market under the ticker 'SCIP.' The filing says the merger is expected to close in the fourth quarter of 2026, subject to closing conditions.

The exchange ratio and the ADS

The filing gives an illustration of what Chemomab holders would receive. Assuming 1,600,000 Chemomab Parent shares go to Chemomab holders (32% of 5,000,000 shares outstanding before the financing), and based on 8,048,615 outstanding ADSs and options for 509,342 ADSs as of October 14, 2026, the exchange ratio is expected to be about 0.0023 per ordinary share — or about 0.187 per ADS.

That means each Chemomab ADS would convert into roughly 0.187 shares of Chemomab Parent common stock. An ADS is a US-listed receipt representing a fixed number of foreign ordinary shares; here, one ADS represents 80 Chemomab Israel shares. That is why the per-ADS ratio is 80 times the per-share ratio.

The filing states plainly that the figure is for illustration only and that the final ratio depends on the relative valuations of the two companies at closing and on how many Chemomab shares and options are outstanding then.

The financing

The merger is conditioned on a concurrent private investment in public equity, or PIPE, of at least $30 million and up to $50 million from a syndicate of existing Scipher investors. PIPE investors buy shares, here at a combined-company valuation of $150 million, and receive warrants covering 100% of their shares at 50% of that valuation.

Scipher has already raised $10 million of new cash through an August 2027-maturing convertible note issued in July and August 2026. That counts toward the $30 million minimum, so the incremental cash at closing would be lower than the headline figure.

After the financing, assuming $30 million raised, former 2026 noteholders are expected to own about 56.70%, former Chemomab shareholders about 26.70%, and PIPE investors about 16.60%, excluding shares from warrant exercises.

Chemomab ADS holders and vested option holders will also receive contingent value rights (CVRs), which pay additional value only if specified milestones for the drug candidate nebokitug are met. A CVR is a contractual right to a future payment tied to an event, not a share.

What this means

A DEFM14A is the definitive version of a merger proxy statement: the document a company must send shareholders before a vote on a significant transaction, after the SEC has reviewed a preliminary version. It doubles as a prospectus because the deal will issue new shares to the public.

The filing obliges Chemomab to lay out the deal terms, the exchange ratio, the financing, the risks and the background so shareholders can cast an informed vote. The six proposals are the ballot; approval of the first two is what actually completes the transaction.

Chemomab is handing over majority ownership to Scipher's noteholders and new investors. Existing ADS holders keep a smaller stake, roughly 26.7% after the financing in the filing's illustration, plus CVRs whose value depends on nebokitug milestones. That dilution is what the vote is about.

If the proposals pass and closing conditions are met, Chemomab's ADSs would be exchanged for stock in a renamed Delaware company trading as SCIP. The filing does not give the special meeting date in the text provided.