$SCIP · Snowdrift Parent Corp
Amendment No. 2 to the S-4 registration statement for the reverse merger between Chemomab Therapeutics Ltd. (CMMB) and Scipher Medicine Corporation. Under the deal, Chemomab Israel will domesticate to Delaware via a subsidiary merger, then Scipher will merge into a Chemomab Parent subsidiary. Post-merger and assuming a $30M PIPE, legacy Chemomab shareholders will own ~26.70%, Scipher note holders ~56.70%, and PIPE investors ~16.60% of the combined company, which will rename to "Scipher Medicine Corporation" and trade under ticker SCIP.
- Chemomab Israel shareholders expected to own ~26.70% of the combined company post-merger and post-PIPE (assuming $30M PIPE).
- Scipher 2026 Note holders expected to own ~56.70% and PIPE investors ~16.60% of the combined company.
- Concurrent PIPE Investment targets $30M minimum and up to $50M in gross proceeds at a $150M combined valuation.
- Chemomab ADS holders to receive CVRs tied to milestone achievements for nebokitug, Chemomab's lead asset.
- The Domestication Exchange Ratio is estimated at ~0.187 shares of Parent Common Stock per Chemomab ADS.
Price data unavailable.
This reverse merger effectively hands control of a Nasdaq-listed biotech to a private company's investors, with legacy shareholders retaining only a quarter of the combined entity and receiving CVRs as partial compensation.
This is a classic biotech reverse merger where a private, venture-backed precision medicine company (Scipher) gains public listing through a cash-constrained public shell (Chemomab). The structure — including CVRs for legacy shareholders and a concurrent PIPE — mirrors other 2024-2026 biotech reverse mergers where the private company's investors dominate the combined entity.
Chemomab shareholders face substantial dilution, dropping from 100% ownership to ~26.70% post-merger and PIPE. The Domestication Exchange Ratio (~0.187 per ADS) is subject to adjustment based on relative valuations at closing, creating uncertainty. Scipher's 2025 Notes are cancelled for no consideration, indicating prior investors are being wiped out.