CMMB · DEFA14A

Chemomab Therapeutics Ltd. [[CMMB]] — Scipher’s $1.1M ADS Purchase Refreshes Merger Math; $30M PIPE Remains the Gate

Filing Summary Chemomab’s November 10 supplement reports a November 3 sale of 932,203 ADSs to Scipher for approximately $1.1 million gross and $1.042 million net, and updates the merger’s illustrative exchange ratio to 0.168 Chemomab Parent shares per ADS. The cash is modest against Chemomab’s disclosed losses; the bigger equity-holder issue remains whether the merger can close with at least $30 million of PIPE financing, under terms that give Scipher securityholders control and leave Chemomab holders with a minority stake.

Terms & Mechanics - ADS sale and related notes: Scipher acquired 932,203 ADSs at $1.18 each through Chemomab’s ATM program, with LifeSci Capital as sales agent. Each ADS represents 80 Chemomab shares. The related October 29 amendment permits up to $1.1 million of Additional Notes through November 28; $858,612 had been issued through November 3, with approximately $241,387 still available. - How the notes settle: At merger closing, the Additional Notes are to be cancelled for Chemomab Parent shares using each holder’s note principal divided by $1.18, multiplied by the final per-ADS exchange ratio. If the merger terminates first, the notes remain outstanding and Scipher retains the ADSs. A noteholder that fails to fund its pro rata share, after the applicable notice and cure process, risks subordination and cancellation without consideration. - Updated, not fixed, exchange ratio: The supplement’s illustrative ratio is 0.168 Chemomab Parent shares per ADS, based on November 6 counts of 8,988,503 outstanding ADSs and options for 514,072 ADSs, and an assumed 1.6 million Chemomab shares out of 5 million pre-PIPE shares. The filing does not provide the earlier illustrative ratio, so the numerical change cannot be determined from these materials. - PIPE and ownership scenarios: The merger requires at least $30 million of PIPE proceeds, with up to $50 million contemplated. Before the PIPE, the stated allocation is 68% to Scipher securityholders and 32% to Chemomab securityholders. At the $30 million illustration, the post-PIPE split is 56.7% Scipher, 26.7% Chemomab and 16.6% PIPE investors, before warrant exercise. The disclosed PIPE structure includes 100% warrant coverage; full exercise in the $30 million scenario would bring PIPE investors to approximately 28.6% of roughly 7 million shares. - CVRs: The proposed seven-year CVRs provide for aggregate payments of $40 million if nebokitug enters a Phase 3 PSC trial or the PSC program is disposed of, and $10 million upon FDA approval in any indication. Payment is not assured; the filing assesses the milestones’ probability as remote. Chemomab Parent may settle in cash, shares or a combination. - Comparison with the October 30 proxy: The supplement updates the exchange-ratio calculation from an October 14 holdings basis to November 6. It reports 8,048,615 ADSs on the October 29 voting record date versus 8,988,503 on November 6, including the November sale and 7,685 additional ADSs from option exercises and RSU vesting. The ADSs issued after the record date to Scipher are not eligible to vote at the December 4 meeting.

Strategic & Capital Implications The ADS sale provides near-term cash, but it is part of the merger’s financing and note-conversion mechanics—not evidence by itself that Chemomab’s funding needs are resolved. The filing’s preliminary pro forma figures show $25.928 million of cash as of June 30, 2026, against a $23.864 million six-month net loss and a $39.308 million 2025 net loss. Chemomab says it would need additional funding to support operations and nebokitug development if the merger does not close.

The deal also entails substantial dilution and a control shift: Scipher designates four of the expected five post-closing directors, while the $30 million PIPE scenario gives Chemomab holders 26.7% before warrant exercise. The pro forma treatment includes immediate expensing of $7.8 million of acquired in-process R&D because it has no alternative future use. Specified termination scenarios may also require Chemomab to pay Scipher $2 million, or $500,000 in certain shareholder-approval failure circumstances.

Next Catalysts - November 28, 2026: Deadline for purchases of the Additional Notes under the disclosed amendment. - December 4, 2026: Chemomab shareholder meeting; the post-record-date ADS sale does not carry votes at this meeting. - Merger financing and approvals: Confirm at least $30 million of PIPE proceeds, shareholder approvals, Nasdaq listing approval, registration-statement effectiveness, execution of the CVR agreement and the other closing conditions. - Expected closing: The filing expects closing in Q1 2027; the stated merger agreement end date is March 31, 2027, subject to a possible 60-day extension in specified circumstances. - Final capitalization: Track the closing exchange ratio, PIPE proceeds, warrant issuance and exercise, and noteholder participation; these determine final ownership and dilution.

[Generated on Edgar Tracker · edgartracker.com · AI summary · GPT 6 luna · selected parts]