Chemomab Therapeutics and Scipher Medicine Announce SEC Registration Statement on Form S-4 Is Effective
Special meeting of Chemomab shareholders to vote on the proposed merger scheduled for December 4, 2026 TEL AVIV,
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Special meeting of Chemomab shareholders to vote on the proposed merger scheduled for December 4, 2026
TEL AVIV, Israel, and DURHAM, N.C., Nov. 02, 2026 (GLOBE NEWSWIRE) — Chemomab Therapeutics (Nasdaq: CMMB) (“Chemomab”) and Scipher Medicine Corporation (“Scipher”), a leader in immunology precision medicine, today announced that on October 30, 2026, the U.S. Securities and Exchange Commission (“SEC”) declared effective the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by Chemomab and Snowdrift Parent Corporation in connection with the previously announced proposed business combination between Chemomab and Scipher. The definitive proxy statement/prospectus for the special meeting of Chemomab’s shareholders in connection with the proposed merger (the “Proxy Statement”) is now also available.
The SEC’s declaration of effectiveness marks an important milestone in the proposed business combination. Chemomab shareholders of record as of October 29, 2026 (the “Record Date”) will have the opportunity to approve the proposed business combination at a special meeting of Chemomab shareholders (the “Special Meeting”) scheduled for Friday, December 4, 2026, at 3:00 p.m. Israel Time (8:00 a.m. Eastern Time). If the proposed business combination is approved, it is expected to close in early 2027, subject to the satisfaction of customary closing conditions. Upon closing, the combined company will operate under the name “Scipher Medicine Corporation” and the shares of the combined company’s common stock are expected to be listed on the Nasdaq Capital Market and traded under the ticker symbol “SCIP.”
The proposed merger is expected to create a leading immunology precision medicine company that includes SPECTRA™, Scipher’s AI network medicine platform, and nebokitug, which the combined company intends to assess in a Phase 2 trial for rheumatoid arthritis (RA). Preparations are underway for the trial, and, assuming the closing of the merger, the trial is expected to begin in the first half of 2027 and read out in 2028. RA represents a multi-billion dollar market opportunity where the majority of patients do not achieve a state of low disease activity or remission with current gold-standard therapies.
The Registration Statement and the Proxy Statement are available at www.sec.gov and also at the Investors page on the Chemomab website at www.chemomab.com. Chemomab shareholders are encouraged to vote their shares as soon as possible so they can be tabulated prior to the Special Meeting.
About the Proposed Transaction
Under the terms of the merger agreement, as of the closing and immediately prior to a proposed private placement financing, and subject to the assumptions and adjustments set forth in the merger agreement, the pre-merger Chemomab equity holders are expected to own approximately 32% of the combined company, and the pre-merger Scipher equity holders led by Northpond Ventures, with participation from Khosla Ventures and Blue Owl Healthcare Opportunities, and other leading investors are expected to own approximately 68% of the combined company, each on a fully-diluted basis and subject to adjustment. In addition, pre-merger Chemomab shareholders are expected to receive contingent value rights, or CVRs, providing the opportunity to receive additional value upon the achievement of certain specified milestones related to nebokitug, subject to the terms and conditions of the CVR agreement. The transaction has received unanimous approval from the boards of directors of both companies and is expected to close in early 2027, subject to certain closing conditions, including, among other things, approval by the shareholders of Chemomab, the redomiciling of Chemomab to the United States, and the satisfaction of other customary closing conditions. In connection with the companies’ entry into the merger agreement, Chemomab shareholders who held approximately 20% of the voting power of Chemomab as of the Record Date have entered into voting support agreements, pursuant to which they have agreed to vote all their share capital of Chemomab in favor of approval of the merger agreement and the transaction.
Additional information about the proposed business combination is set forth in the Registration Statement and Proxy Statement. Investors and security holders are urged to read those materials.
About Chemomab Therapeutics
Chemomab is a clinical stage biotechnology company developing innovative therapeutics for immune-fibrotic diseases with high unmet need. Based on the unique role of the soluble protein CCL24 in promoting fibrosis and inflammation, Chemomab developed nebokitug, a potential first-in-class dual activity monoclonal antibody that neutralizes CCL24 and has demonstrated disease-modifying potential. In clinical and preclinical studies, nebokitug has been shown to have a favorable safety profile and has been generally well-tolerated, with the potential to treat multiple severe and life-threatening fibro-inflammatory diseases. Chemomab has reported positive results from five clinical trials of nebokitug, including the Phase 2 SPRING trial in patients with primary sclerosing cholangitis. For more information, visit: chemomab.com.
About Scipher Medicine
Scipher Medicine drives the probability of success at each stage of drug development, from discovery to commercialization, by leveraging AI, network biology and proprietary data through its SPECTRA™ platform. Scipher has one of the industry’s largest non-oncology clinico-transcriptomic data asset and biobank. Scipher’s precision medicine capabilities span therapeutic target and indication prioritization, biomarker and companion diagnostic development, and commercial precision diagnostics. These include PrismRA and PrismTCell. For more information, please visit www.sciphermedicine.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements regarding the structure, timing and completion of the proposed merger; the parties’ ability to consummate the proposed transaction and the related proposed private placement financing; the combined company’s expected listing on Nasdaq and ticker symbol after closing of the proposed merger; expectations regarding the ownership structure of the combined company; the future operations of the combined company; the expected issuance of the CVRs and the contingent payments contemplated by the CVRs; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated clinical drug development activities and related timelines, including the expected timing for trial initiation, data and other clinical results; the potential size of the market opportunity for RA and other statements that are not historical fact. Any forward-looking statements in this release are based on management’s current knowledge and its present beliefs and expectations regarding possible future events and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those set forth or implied by such forward-looking statements. There can be no assurance that future developments affecting the combined company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the combined company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the conditions to the closing of the merger are not satisfied, including the failure to timely obtain shareholder approval for the transaction, if at all; uncertainties as to the timing of the consummation of the merger and the ability of each of Chemomab and Scipher to consummate the merger; risks related to Chemomab’s ability to manage its operating expenses and its expenses associated with the merger pending closing; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the merger; the risk that as a result of adjustments to the exchange ratio, Chemomab shareholders and Scipher stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Chemomab’s ordinary shares relative to the value suggested by the exchange ratio; unexpected costs, charges or expenses resulting from the transaction; the uncertainties associated with Chemomab’s and Scipher’s product candidates, as well as risks associated with the clinical development and regulatory approval of such product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; risks associated with the possible failure to realize certain anticipated benefits of the merger, including with respect to future financial and operating results; the risk that the related proposed private placement financing is not consummated or is not consummated on the terms and in the amounts currently anticipated; the risk of potential adverse reactions or changes to relationships with employees, suppliers or other business relationships or parties resulting from the announcement or completion of the proposed transaction; and those uncertainties and factors described under the heading “Risk Factors” in the Proxy Statement and in Chemomab’s Annual Report on Form 20-F for the year ended December 31, 2025 and Report on Form 6-K furnished to the SEC on August 19, 2026 containing interim financial information for the quarter ended June 30, 2026, and Chemomab’s other filings from time to time with the SEC. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the hereof and are qualified in their entirety by reference to the cautionary statements herein. Chemomab and Scipher do not undertake or accept any duty to make any updates or revisions to any forward-looking statements, except as required by applicable law.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
This communication is not a substitute for any other document that Chemomab has or may file with the SEC in connection with the proposed transaction. In connection with the proposed business combination, Chemomab and Snowdrift Parent Corporation have filed the Registration Statement, which has been declared effective by the SEC and contains the Proxy Statement. Chemomab URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CHEMOMAB, SCIPHER AND THE OTHER PARTIES TO THE MERGER AGREEMENT, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders may obtain free copies of the Registration Statement and other documents filed by Chemomab with the SEC through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders should note that Chemomab communicates with investors and the public using its website (www.chemomab.com) and the investor media website (https://chemomab.com/investors-media) where anyone will be able to obtain free copies of the Registration Statement and included Proxy Statement and other documents filed by Chemomab with the SEC and shareholders are urged to read the Registration Statement and the included Proxy Statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. The documents filed by Chemomab with the SEC also may be obtained free of charge upon written request to: Chemomab Therapeutics Ltd., 121-123 Menachem Begin Road, 30th floor, Tel Aviv 6701203, Israel.
PARTICIPANTS IN THE SOLICITATION
Chemomab, Scipher and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Chemomab’s shareholders in connection with the proposed transaction. Information about Chemomab’s and Scipher’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, in Chemomab and Scipher and the proposed transaction, is included in the Registration Statement and included Proxy Statement relating to the proposed transaction. These documents can be obtained free of charge from the sources indicated above.
Contact:
Chemomab Therapeutics
Barbara Lindheim
Consulting Vice President, Investor & Public Relations, Strategic Communications
Phone: +1 917-355-9234
barbara.lindheim@chemomab.com
IR@chemomab.com
Scipher Medicine
Courtney Morris
ir@scipher.com
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