New Risk • Jul 26
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: US$9.79m This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$11m free cash flow). Share price has been highly volatile over the past 3 months (17% average weekly change). Earnings are forecast to decline by an average of 18% per year for the foreseeable future. Shareholders have been substantially diluted in the past year (50% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (US$9.79m market cap). Minor Risk Currently unprofitable and not forecast to become profitable over next 3 years (US$27m net loss in 3 years). Announcement • Jul 09
Scipher Medicine Corporation entered into an Agreement and Plan of Merger to acquire Chemomab Therapeutics Ltd. (NasdaqCM:CMMB) with an enterprise value of approximately $100 million in a reverse merger transaction. Scipher Medicine Corporation entered into an Agreement and Plan of Merger to acquire Chemomab Therapeutics Ltd. (NasdaqCM:CMMB) with an enterprise value of approximately $100 million in a reverse merger transaction on July 7, 2026. The combined company is valued at $150 million before concurrent $30 million private placement from top-tier investors. Parties will effect a series of transactions resulting in Chemomab redomiciling into the United States. and Scipher becoming a wholly owned subsidiary of Chemomab following such domestication. 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. Chemomab's stockholders will also receive contingent value, CVRs, providing the opportunity to realize additional value upon achievement of specific milestones subjected to the terms of the CVR. Upon completion of the Merger, the combined company expects to operate as Scipher Medicine Corporation and trade on Nasdaq under the ticker symbol “SCIP”. In support of the Merger, a syndicate of current Scipher investors has committed to a new financing to Scipher, Chemomab and the Combined Company for aggregate gross cash proceeds of not less than $30 million. In case of termination of transaction, Chemomab will pay a termination fee of $2 million.
The combined company will be led by Chief Executive Officer, Reginald Seeto. Chemomab co-founder and Chief Executive Officer, Adi Mor will join the combined Chemomab’s Board of Directors.
The transaction is 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 U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the Merger, the redomiciling of Chemomab to the United States, the approval for listing on The Nasdaq Stock Market LLC (“Nasdaq”) of shares of Chemomab Parent common stock to be issued in the Merger, the closing of the Concurrent PIPE Investment, lock up agreement, termination of employment agreements and the satisfaction of other customary closing conditions. The transaction has received unanimous approval from the boards of directors of both companies. The transaction is expected to close in the fourth quarter of 2026.
Jeff Hartlin and Andrew Goodman of Paul Hastings LLP acted as legal advisor for Scipher Medicine Corporation. Goldfarb Seligman & Co. acted as legal advisor for Scipher Medicine Corporation. Ronen Bezalel, David S. Glatt, Matthew Rudolph, and Mouna Totry of Meitar Liquornik Geva Leshem Tal & Co acted as legal advisor for Chemomab Therapeutics Ltd. Baker & McKenzie LLP acted as legal advisor for Chemomab Therapeutics Ltd. Leerink Partners LLC acted as financial advisor for Chemomab Therapeutics Ltd. Oppenheimer & Co. Inc. acted as fairness opinion provider for Chemomab Therapeutics Ltd. Announcement • Mar 24
Chemomab Therapeutics Ltd., Annual General Meeting, Apr 28, 2026 Chemomab Therapeutics Ltd., Annual General Meeting, Apr 28, 2026. Location: meitar law offices, located at 16 abba hillel road, 10th floor, ramat gan 5250608, Israel 
