Chemomab Therapeutics (CMMB) Proxy filing summary

Executive summary

• Proposed two-step transaction: Israel entity would become a wholly owned subsidiary of a Delaware parent, then Scipher would merge into it; closing targeted for Q1 2027.

• Pre-PIPE valuation is $150M, with a stated $48M / $102M valuation allocation and expected ownership of 32% for Israel securityholders and 68% for Scipher securityholders.

• Scipher bought 932,203 ADSs at $1.18 each in a November 3 block sale; gross proceeds were ~$1.1M and net proceeds ~$1.042M.

• Closing requires a $30M minimum Concurrent PIPE, capped at $50M; the financing includes 100% warrant coverage at an exercise price equal to 50% of the PIPE share price.

• Updated pro forma net loss was $23.864M for H1 2026 and $39.308M for FY 2025; pro forma cash and equivalents were $25.928M at June 30, 2026.

Voting matters and shareholder proposals

• Special meeting set for December 4, 2026, at 3:00 p.m. Israel time; October 29, 2026 is the record date, and mail proxies must arrive by 11:59 p.m. ET on December 3.

• Proposals 1–4 require a simple majority of voting power present and voting, excluding abstentions and broker non-votes; the domestication proposal also requires a majority of votes cast by holders other than a Parent Affiliate.

• Required proposals are inter-conditional; approval is sought for the merger issuance under Nasdaq rules covering issuances above 20% and a change of control.

• Nasdaq stock issuance approval covers PIPE shares, warrants and warrant shares; these may exceed 20% of outstanding shares and dilute existing holders.

Board of directors and corporate governance

• Post-closing board expected to have five directors: four designated by Scipher and one by the Israel entity; expected members include Reginald Seeto, Adi Mor, Brett Blackman, Stefan Krieglstein and Joseph Loscalzo.

• Reginald Seeto is expected to be CEO and President; Ryan Phan COO, Torsten Hombeck interim CFO and Courtney Morris Chief Business Officer.

• Deal covenants require ordinary-course operations before closing and restrict either side from soliciting or engaging in competing transaction discussions, subject to specified exceptions.