$SCIP · Snowdrift Parent Corp
Chemomab Therapeutics Ltd. (CMMB) filed Amendment No. 1 to its S-4 registration statement for a proposed reverse merger with 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, with Scipher surviving as a wholly owned subsidiary. Pre-PIPE, Chemomab holders get ~32% of the combined company; post-PIPE (minimum $30M raise at $150M valuation), that drops to ~26.7%. The combined company will trade on Nasdaq as "Scipher Medicine Company" under ticker SCIP. Chemomab ADS holders (
- Chemomab Israel shareholders expected to own ~32% of Chemomab Parent pre-PIPE, with Scipher securityholders owning ~68%.
- Post-PIPE (assuming $30M gross proceeds), ownership splits to ~26.7% Chemomab, ~56.7% Scipher noteholders, ~16.6% PIPE investors.
- Concurrent PIPE Investment targets $30M minimum, up to $50M, at a combined company valuation of $150M with 100% warrant coverage.
- Domestication Exchange Ratio estimated at ~0.0023 per Chemomab Israel share (~0.187 per ADS), subject to final relative valuations.
- Chemomab Israel ADS holders and vested option holders to receive CVRs tied to nebokitug milestone achievements.
Price data unavailable.
This reverse merger effectively transfers control of a Nasdaq-listed biotech to a private company, with legacy shareholders heavily diluted but receiving CVRs as potential upside.
This is a biotech reverse merger where a private, later-stage company (Scipher Medicine) effectively takes over a public shell (Chemomab), with legacy Chemomab shareholders retaining a minority stake plus CVRs tied to the legacy pipeline asset nebokitug.
The Domestication Exchange Ratio is subject to adjustment based on final relative valuations and outstanding share counts at closing, meaning Chemomab holders' ultimate ownership could shift. The $10M Pre-Closing Financing already drawn by Scipher reduces incremental cash proceeds at closing. Scrip
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