Chemomab Therapeutics (CMMB) M&A announcement summary

Deal rationale and strategic fit

• Merger combines AI-powered precision medicine with a novel anti-CCL24 antibody, aiming to address unmet needs in the $24B+ rheumatoid arthritis (RA) market.

• Strategic review identified this merger as the optimal path to advance nebokitug, leveraging Scipher's expertise in RA and precision medicine.

• Scipher's AI platform identified CCL24 inhibition as a top therapeutic opportunity for RA, supporting patient stratification and validating the merger's scientific rationale.

• The combined company aims to deliver the first precision medicine approval in RA, targeting patients unresponsive to current therapies and positioning itself as a leader in immunology precision medicine.

• The merger creates a differentiated company with a validated AI platform, commercial diagnostics, biopharma partnerships, and a promising therapeutic pipeline.

Financial terms and conditions

• All-stock transaction; pre-merger Chemomab shareholders to own ~32% and Scipher shareholders ~68% of the combined company, subject to adjustments and prior to concurrent financing.

• Chemomab shareholders receive Contingent Value Rights (CVRs) tied to nebokitug milestones.

• $30M private placement/PIPE financing at a $150M pre-transaction valuation, providing cash runway into H2 2028.

Synergies and expected cost savings

• Integration of Scipher's AI-driven patient selection with nebokitug's clinical program is expected to de-risk development and increase trial success probability up to 6-9x.

• Combined infrastructure and expertise in diagnostics, therapeutics, and commercial/data businesses to accelerate clinical development and enhance revenue streams.