Chemomab Therapeutics (CMMB) Proxy filing summary

Executive summary

• Merger agreement signed July 7, 2026; the Delaware domestication is planned immediately before Scipher’s merger, with closing expected in Q4 2026 and a planned name change to Scipher Medicine Corporation and Nasdaq ticker SCIP.

• Before the PIPE, ownership is expected to be 68% for former Scipher securityholders and 32% for pre-merger holders, subject to adjustments; assigned valuations are $102 million and $48 million, respectively.

• The concurrent PIPE is expected to raise $30 million–$50 million at a $150 million pre-money valuation, with 100% warrant coverage at 50% of the PIPE valuation; at the $30 million minimum, illustrative ownership is 56.70% Scipher noteholders, 26.70% pre-merger holders and 16.60% PIPE investors, excluding warrant shares.

• Planned strategy pairs nebokitug with Scipher’s precision-medicine platform for a Phase 2 rheumatoid arthritis trial; an IND submission is expected in 2026 and recruitment is planned for H1 2027, subject to FDA acceptance.

Voting matters and shareholder proposals

• The December 4, 2026 meeting agenda has six proposals: merger approval, domestication, PIPE issuance, director election, 2026 equity incentive plan and 2026 employee stock purchase plan; the board unanimously recommends FOR each.

• Proposals 1–4 require a majority of shares present and voting and are interconditional merger conditions; proposals 5–6 are not required to complete the merger.

• The domestication vote also requires majority support from votes not held by Parent Affiliates; holders must affirm they are not an affiliate for their vote to count on that proposal.

• Support agreements cover approximately 20% of pre-merger voting power; the required Scipher securityholder consents were obtained by written consent in July 2026.

Board of directors and corporate governance

• The post-closing board is planned at five members: four Scipher designees and one designee, Adi Mor; Reginald Seeto is expected to serve as CEO and president.

• Board terms are staggered across three classes, expiring at annual meetings in 2027, 2028 and 2029; directors may be removed only for cause with a two-thirds vote.

• Proposed audit, compensation and nominating/governance committees are to be established before closing; Nasdaq independence standards apply, and the nominating committee will oversee board composition, succession, ESG and sustainability matters.

• A code of business conduct and ethics is planned to apply to directors, officers and employees after closing, with substantive amendments or waivers to be disclosed publicly.