Chemomab amends domestication merger terms ahead of Scipher Medicine deal

The amendments

Chemomab Therapeutics Ltd. said in a Form 6-K dated September 30, 2026 that on September 23, 2026 it signed Amendment No. 1 to the Agreement and Plan of Merger dated July 7, 2026. The agreement sets out the domestication of Chemomab into a U.S. parent and is tied to the company's merger with Scipher Medicine Corporation, a Delaware company. The parties are Chemomab, its Delaware subsidiary Snowdrift Parent Corporation, and Elderwood Ltd., an Israeli subsidiary of that parent.

Amendment No. 1 sets a formula-based exchange ratio for converting Chemomab ordinary shares, including those represented by American Depositary Shares, and options into shares of the new parent. The ratio is set so the combined company would have 10,000,000 shares outstanding immediately after the merger closes. The company calls the change technical. It says the amendment does not change the consideration payable, the economic value of the transaction or the relative ownership of Chemomab and Scipher. The amendment also covers fractional shares, the substitution of equity awards and the issuance of contingent value rights.

A later 6-K, dated October 19, 2026, reports that on October 16, 2026 the parties signed Amendment No. 2. It reduces the combined company's share count from 10,000,000 to 5,000,000. The same 6-K says the amendment does not change the consideration payable, the economic value or the relative ownership. The 6-K describes the new number but gives no reason for the second change.

Changes for contingent value rights holders

Amendment No. 2 also changes the contingent value rights agreement. The parties amended its information provisions and the payment mechanics. The company must now provide holders a high-level written report on the status of, and significant activity related to, each milestone within 45 days after the end of each calendar quarter. That report may be given through the rights agent or in a Form 8-K, 10-Q or 10-K. The 6-K does not describe the milestones themselves.

The combined company

The merger is expected to be completed in the fourth calendar quarter of 2026. After closing, Chemomab's U.S. parent will change its name to Scipher Medicine Corporation and will be led by Chief Executive Officer Reginald Seeto. Chemomab's co-founder and chief executive, Adi Mor, PhD, will join the combined company's board. The parties expect the combined company's common stock to trade on the Nasdaq Capital Market under the symbol SCIP.

The October 19 6-K also says Amendment No. 2 removes the tolling of payment periods while a registration statement for milestone payments made partly or wholly in Chemomab Parent common stock is pending. It also removes the related requirement to pay such milestones entirely in cash if that registration statement does not become effective within 90 days. Both changes bear on how and when holders of the contingent value rights could be paid, and the 6-K does not say what the milestones are or what they would pay.

What the filings leave out

Neither 6-K names a financial adviser, placement agent or law firm for either party. Neither gives a dollar value for the merger, the cash position of Chemomab or the cash Scipher will contribute. The 6-K's own description of the amendments is the only description of the share count, and the company's statement that the economics are unchanged appears in both amendments without any figure to test it against.

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