Chemomab Therapeutics and Scipher Medicine announced a definitive merger agreement in a stock transaction. Upon completion, the combined company is expected to operate as Scipher Medicine Corporation and trade on Nasdaq under the ticker symbol SCIP.
The combined company plans to initially focus on advancing nebokitug, Chemomab’s first-in-class clinical-stage anti-CCL24 antibody, into a Phase 2 trial for rheumatoid arthritis. Scipher’s AI Network Medicine platform identified CCL24 as a top-ranked therapeutic target for RA and found a potential therapeutic response signature designed to support patient selection.
The companies said the merger will support a precision medicine Phase 2 trial in RA by leveraging Scipher’s AI platform. The study is expected to read out in the first half of 2028, creating a potential clinical inflection point for the combined company.
In connection with the merger, current Scipher investors led by Northpond Ventures have committed to a new financing totaling approximately $30 million in gross cash proceeds. Participants include Khosla Ventures, Blue Owl Healthcare Opportunities, funds managed by Neuberger, and other investors.
The combined company is valued at $150 million before the concurrent $30 million private placement. The company is expected to have cash runway into the second half of 2028.
Following the merger, Scipher CEO Dr. Reginald Seeto will lead the combined company. Chemomab co-founder and CEO Adi Mor will join the combined company’s Board of Directors.
Under the terms of the merger agreement, pre-merger Chemomab equity holders are expected to own approximately 32% of the combined company, while pre-merger Scipher equity holders are expected to own about 68%, on a fully diluted basis and subject to adjustment. Pre-merger Chemomab shareholders are also expected to receive contingent value rights tied to certain milestones related to nebokitug.
The transaction has been unanimously approved by both companies’ boards of directors. It is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including shareholder approvals, SEC registration effectiveness, and the redomiciling of Chemomab to the United States.
Nebokitug is designed to neutralize CCL24 activity, which is associated with fibrosis and inflammation. Chemomab has reported positive results from five clinical trials of nebokitug, including the Phase 2 SPRING trial in primary sclerosing cholangitis.
Scipher Medicine is focused on AI-powered precision medicine and markets PrismRA, a blood test for rheumatoid arthritis treatment response. The company said PrismRA is the only precision medicine test for RA accepted for reimbursement by the Centers for Medicare and Medicaid Services.
KEY QUOTES:
“As a leader in precision medicine with the first and only CMS-approved molecular signature assessing treatment response in immunology, we are thrilled to move forward with this merger with Chemomab. We believe this combination will enable us to advance nebokitug as the first precision medicine for the millions of RA patients whose disease is not well treated by current medications. Notably, there have been no new novel mechanisms approved in RA by the FDA since 2012, and no new branded FDA approvals in RA since 2019. Nebokitug, which blocks the chemokine CCL24, represents a unique dual acting mechanism in RA as it targets both inflammation and fibrosis. It has already demonstrated a favorable safety and tolerability profile and improvement in both inflammatory and fibrotic related biomarkers in a Phase 2 trial. In addition, CCL24 was independently identified as the highest-ranked clinical stage RA target for efficacy using our AI Network Medicine Platform. The proposed Phase 2 study design uses standard 12-week FDA RA endpoints and will incorporate AI-enabled precision medicine by using Scipher’s validated multi-modal, multi-omic PrismRA test to guide patient enrollment. We are excited to apply our pioneering work in AI-powered precision medicine and our broad medical and clinical immunology expertise to the further development of nebokitug. Beyond RA, we see opportunities in multiple immunological diseases.”
Dr. Reginald Seeto, CEO of Scipher Medicine
“At Chemomab, we always saw nebokitug, our first-in-class CCL24-blocking, dual mechanism antibody, as potentially applicable to a wide range of inflammatory and fibrotic conditions, including rheumatoid arthritis. This view has been validated by Scipher’s AI precision medicine platform, which used multiple molecular signatures to identify nebokitug as the leading candidate to address a major unmet need in RA, currently a $24 billion market. We believe this merger provides our shareholders a compelling potential opportunity to realize value through the clinical advancement of nebokitug in a large indication with substantial unmet need and well-established clinical endpoints, as well as through Scipher’s revenue-generating precision medicine business and its strong biopharma partnerships. Additionally, the opportunity remains to secure a potential partner for a Phase 3 trial in primary sclerosing cholangitis, an indication with no FDA-approved therapies. We look forward to working with our colleagues at Scipher to complete the proposed transaction and expedite the initiation of the Phase 2 trial in RA, marking an exciting new phase in the development of nebokitug and our anti-CCL24 platform.”
Adi Mor, PhD, Co-Founder and CEO of Chemomab Therapeutics
