SMScipher Medicine CorporationCTChemomab Therapeutics Ltd.

Overview

Chemomab Therapeutics Ltd. agreed to acquire Scipher Medicine Corporation in a merger in which Scipher became a wholly owned subsidiary of Chemomab Parent, with Scipher's outstanding convertible 2026 Notes converted into shares of Chemomab Parent Common Stock and Scipher's common stock, preferred stock, options and warrants cancelled for no consideration. Scipher was valued at an implied equity value of $102 million, with former Scipher securityholders to own approximately 68% of the combined company and Chemomab Israel securityholders approximately 32%, and Chemomab holders also receiving contingent value rights tied to nebokitug milestones.

Deal rationale

The combined company is expected to advance Chemomab Israel's nebokitug into a precision medicine-enabled Phase 2 clinical trial in rheumatoid arthritis using Scipher's PrismRA treatment response signature and AI-enabled network medicine patient-stratification capabilities, while continuing Scipher's broader precision medicine business.

Timeline

1. AnnouncedJul 8, 2026

   Deal announced.

   Filing

Valuation and terms

Advisors

Parties