Chemomab Therapeutics Ltd. filed a definitive proxy statement and prospectus on October 30, 2026, seeking shareholder approval for a proposed merger with Scipher Medicine Corporation that would combine the two companies under a new Delaware parent to be renamed Scipher Medicine Corporation.

Key Highlights

  • Merger Agreement signed July 7, 2026 among Chemomab Therapeutics Ltd., Snowdrift Parent Corporation, Snowdrift Sub Corp., Elderwood Ltd., and Scipher Medicine Corporation.
  • Post-closing ownership split (before PIPE): pre-merger Chemomab Israel equity holders are expected to own approximately 32%, and former Scipher securityholders approximately 68%, of Chemomab Parent on a fully diluted basis.
  • After a $30,000,000 gross PIPE Investment: former 2026 Note holders are expected to own approximately 56.70%, former Chemomab Israel shareholders approximately 26.70%, and PIPE investors approximately 16.60% of outstanding shares.
  • Domestication Exchange Ratio is expected to be approximately 0.0023 per Chemomab Israel Share, or approximately 0.187 on an ADS basis, based on 8,048,615 outstanding ADSs and options to purchase 509,342 ADSs as of October 14, 2026.
  • Scipher Capital Stock, options, and warrants will be cancelled for no consideration at the effective time; the 2026 Notes will convert into shares of Chemomab Parent Common Stock, and the 2025 Notes will be cancelled for no consideration.
  • Combined company is expected to list on the Nasdaq Capital Market under the ticker symbol "SCIP" following completion of the transactions.
  • Merger completion is expected in the fourth calendar quarter of 2026, subject to satisfaction of closing conditions.

Structure and Terms of the Chemomab-Scipher Combination

According to the filing, the transaction involves two sequential steps. First, a "Domestication Merger" will convert Chemomab Israel from an Israeli company into a wholly owned subsidiary of Chemomab Parent, a Delaware corporation, by merging Domestication Merger Sub with and into Chemomab Israel. The Domestication Merger Agreement, originally dated July 7, 2026, was amended on September 23, 2026 and again on October 16, 2026, according to the proxy statement. Each outstanding Chemomab Israel ordinary share, including those represented by ADSs (each ADS representing eighty Chemomab Israel Shares), will convert into shares of Chemomab Parent Common Stock at the Domestication Exchange Ratio.

In the second step, Merger Sub will merge with and into Scipher, making Scipher a wholly owned subsidiary of Chemomab Parent. The filing states that all outstanding Scipher Capital Stock, options, and warrants will be cancelled for no consideration at the effective time. The 2026 Notes, issued under a Convertible Note Purchase and Investment Obligation Agreement dated March 5, 2026 and amended June 23, 2026, will be cancelled and automatically converted into shares of Chemomab Parent Common Stock. The 2025 Notes will be cancelled for no consideration in accordance with the priority provisions of the 2026 CNPA.

The filing discloses that the "Chemomab Allocation" is expected to equal 1,600,000 shares, representing 32% of 5,000,000 total shares of Chemomab Parent Common Stock to be outstanding at closing and immediately prior to the concurrent PIPE Investment. The proxy statement notes that the actual ownership percentages are subject to adjustment based on, among other things, any indebtedness of Scipher outstanding at the effective time. The combined company intends to change its name to "Scipher Medicine Corporation" and list on NASDAQ:CMMB's successor listing under the ticker symbol "SCIP" on the Nasdaq Capital Market.

What Was Disclosed

Chemomab Therapeutics Ltd. filed a definitive proxy statement and prospectus covering a proposed merger with Scipher Medicine Corporation, detailing the transaction structure, exchange ratios, expected ownership percentages, PIPE investment terms, and the planned listing of the combined company under ticker "SCIP."