Business Context and Reporting Period
This Form 6-K filing by Chemomab Therapeutics Ltd. (Chemomab) covers the month of July 2026. The primary purpose of the filing is to disclose the entry into a definitive Merger Agreement dated July 7, 2026, with Scipher Medicine Corporation (Scipher). The transaction involves Chemomab redomiciling to the United States and merging with Scipher to form a combined entity under the name Scipher Medicine Corporation, expected to trade on the Nasdaq Capital Market under the ticker "SCIP."
Key Financial Metrics and Transaction Structure
The filing details a complex restructuring rather than standard operating financial results. Key financial terms include:
- Concurrent PIPE Investment: A syndicate of current Scipher investors has committed to a minimum of $30 million in gross cash proceeds.
- Valuation: The PIPE investment reflects a post-money valuation of the Combined Company of $150 million.
- Ownership Structure (Pre-PIPE): Former Scipher securityholders are expected to own approximately 68% of the Combined Company, while Chemomab securityholders are expected to own approximately 32%.
- Debt Treatment: Outstanding 2026 Convertible Notes held by Scipher will convert into common stock of the new parent entity. Outstanding 2025 Convertible Notes will be cancelled for no consideration.
- Contingent Value Rights (CVRs): Chemomab shareholders will receive CVRs tied to milestones for the legacy asset "nebokitug," providing potential additional cash value.
The filing does not provide specific revenue, profit, cash flow, or margin figures for either company for the reporting period.
Material Changes and Transaction Mechanics
The most significant material change is the proposed merger and domestication. Chemomab will become a U.S. subsidiary of a new Delaware holding company (Chemomab Parent), which will subsequently merge with Scipher. Key structural changes include:
- Leadership: Reginald Seeto will serve as CEO of the Combined Company. Chemomab's CEO, Adi Mor, PhD, will join the board of directors.
- Equity Cancellation: All outstanding Scipher capital stock, options, and warrants (other than those converted via the 2026 Notes) will be cancelled for no consideration.
- Lock-Up Agreements: Executed by Chemomab's CEO and certain Scipher officers/directors to prevent share sales immediately following the transaction.
- Shareholder Support: Chemomab shareholders holding approximately 20% of voting power have agreed to vote in favor of the merger.
Guidance, Risks, and Conditions to Closing
The transaction is subject to numerous conditions, including shareholder approval, Nasdaq listing approval, effectiveness of a Form S-4 registration statement, and the closing of the $30 million PIPE investment. The merger is expected to close in the fourth quarter of 2026.
Termination Fees:
- If Chemomab terminates to accept a superior offer, a $2,000,000 fee is payable to Scipher.
- If the merger fails due to lack of shareholder approval, a $500,000 fee is payable to Scipher.
Risks and Contingencies:
- Regulatory Approvals: The transaction requires specific tax rulings from the Israel Tax Authority regarding the domestication and treatment of options.
- Forward-Looking Statements: The filing warns that actual results may differ due to risks in clinical development, regulatory approval of product candidates, and the ability to secure additional capital.
- Market Risks: Potential adverse reactions to the merger and fluctuations in stock price relative to the exchange ratio.
Investor Verification Checklist
- Verify the final terms of the Contingent Value Rights (CVRs) agreement regarding nebokitug milestones.
- Confirm the receipt of necessary tax rulings from the Israel Tax Authority as a condition to closing.
- Monitor the outcome of the Chemomab shareholder special meeting for approval of the Merger Agreement.
- Review the upcoming Form S-4 registration statement for detailed financial pro formas and risk factors.
- Confirm the final closing of the $30 million Concurrent PIPE Investment.