Chemomab Therapeutics Ltd（CMMB）資訊與事件CMMBChemomab Therapeutics Ltd

Chemomab and Scipher Enter Merger Agreement

Chemomab Therapeutics and Scipher Medicine announced that they have entered into a definitive merger agreement pursuant to which the companies will combine in a stock transaction. Upon completion of the merger, the combined company expects to operate as Scipher Medicine and trade on Nasdaq under the ticker symbol (SCIP). Following completion of the merger, the combined company plans to focus initially on advancing nebokitug, a clinical stage anti-CCL24 antibody, into a Phase 2 trial for the treatment of rheumatoid arthritis. In support of the merger, a syndicate of current Scipher investors led by Northpond Ventures, with participation from Khosla Ventures, Blue Owl Healthcare Opportunities, funds managed by Neuberger, and other leading investors, has committed to a new financing to Scipher, Chemomab and the combined company totaling approximately $30M in gross cash proceeds. The combined company's cash balance at closing is expected to fund company operations through H2 2028. A topline readout of the RA Phase 2 trial results is expected in H1 2028. The combined company will be named "Scipher Medicine Corporation" and will be led by CEO Reginald Seeto. Chemomab co-founder and CEO, Adi Mor, will join the combined company's board of directors. Under the terms of the merger agreement, as of the closing and immediately prior to the 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 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 the fourth quarter of 2026, subject to certain closing conditions, including, among other things, approval by the shareholders or stockholders of each company, the effectiveness of a registration statement on Form S-4 to be filed with the SEC to register the securities to be issued in connection with the merger, 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 will hold approximately 20% of the voting power of Chemomab as of the record date for Chemomab's shareholder meeting 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.

Chemomab's 2025 Critical Trial Advances New Drug Approval

"2025 was a critical year for Chemomab and our nebokitug program," said Adi Mor, PhD, co-founder and Chief Executive Officer of Chemomab. "Our Phase 2 SPRING trial data, viewed by many experts as the strongest to date in PSC, set the stage for our positive FDA End-of-Phase 2 meeting, which resulted in alignment on a clear pathway to potential regulatory approval based on a single Phase 3 trial. This pivotal trial will assess a primary composite endpoint comprised of well-characterized clinical events that are associated with disease progression in PSC. We believe that using a clinical event-driven endpoint helps de-risk the Phase 3 program, as key publications have linked the PSC-related biomarker improvements observed in nebokitug-treated patients in the SPRING trial with reductions in clinical events. Our discussions with potential strategic partners continue to advance as we progress activities required for the timely initiation of the Phase 3 trial in PSC. In parallel, we are evaluating additional therapeutic indications where nebokitug has generated robust preclinical efficacy signals, providing a strong mechanistic and translational rationale for future clinical development."

Company Cash and Short-Term Deposits Drop to $10.4 Million

Cash, cash equivalents and short-term bank deposits were $10.4 million as of December 31, 2025 compared to $14.3 million as of December 31, 2024. The current cash runway is expected to take the company through the end of the first quarter of 2027.