Chemomab Therapeutics Ltd. (NASDAQ: CMMB) announced its financial and operating results for the second quarter ended June 30, 2026, alongside a corporate update on its proposed merger with Scipher Medicine Corporation. The clinical-stage biotechnology company reported a net loss per share of $(0.24) for the quarter, missing the analyst consensus estimate of $(0.15) by 60 percent. This result represents a 33.33 percent increase in losses compared to the $(0.36) per share loss recorded in the second quarter of 2025.

The company’s liquidity position saw a contraction during the quarter. Cash, cash equivalents, and short-term bank deposits stood at $6.7 million as of June 30, 2026, down from $8.0 million as of March 31, 2026. Despite this decrease, Chemomab stated that its existing liquidity resources will enable it to fund operations through the first quarter of 2027. The balance sheet reflects total assets of $10.24 million and total shareholders’ equity of $8.69 million as of the end of the quarter.

Financial Performance

Operating expenses remained relatively stable year-over-year, with research and development (R&D) costs declining slightly while general and administrative (G&A) expenses increased marginally. The company incurred no income taxes during the period.

What the Numbers Show

The divergence between the declining R&D spend and the widening net loss highlights the impact of administrative costs on the bottom line. While R&D expenses fell from $1.3 million to $1.1 million year-over-year, G&A expenses rose from $1.0 million to $1.1 million. Consequently, the total operating expense base contracted only slightly, yet the net loss increased by $0.1 million. This suggests that cost controls in the laboratory are not fully offsetting the rise in overheads, a pattern that may persist as the company prepares for the complexities of the pending merger.

Merger Update

Chemomab entered into a definitive merger agreement with Scipher Medicine on July 8, 2026, an all-stock transaction that values the combined entity at $150 million prior to a concurrent $30 million private placement. Under the terms, Chemomab equity holders are expected to own approximately 32% of the combined company, while Scipher equity holders will own approximately 68%. The private placement is led by Northpond Ventures, with participation from Khosla Ventures, Blue Owl Healthcare Opportunities, and funds managed by Neuberger.

The combined company plans to focus on advancing nebokitug, a first-in-class anti-CCL24 antibody, into a Phase 2 clinical trial for rheumatoid arthritis (RA), with topline results expected in the first half of 2028. Chemomab has confidentially submitted a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission (SEC). The companies expect the merger to close before the end of 2026, subject to SEC review, shareholder approvals, and other customary conditions. Upon completion, the entity will operate as Scipher Medicine Corporation and trade on the Nasdaq Capital Market under the ticker symbol "SCIP."

Chemomab Therapeutics and Scipher Medicine announced a definitive merger agreement to combine in a stock transaction, aiming to advance nebokitug, a first-in-class anti-CCL24 antibody, through a precision medicine Phase 2 trial in rheumatoid arthritis (RA). The combined company, valued at $150 million before a concurrent $30 million private placement, expects to fund operations into H2 2028. The Phase 2 RA clinical study is anticipated to read out in H1 2028, providing a potential key inflection point for the merged entity.

Transaction Details

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 approximately 68% on a fully-diluted basis. Pre-Merger Chemomab shareholders will also receive contingent value rights (CVRs) tied to the achievement of specified milestones related to nebokitug. The transaction, unanimously approved by the boards of both companies, is expected to close in the fourth quarter of 2026, subject to shareholder approvals and other customary conditions.

Financing and Leadership

A syndicate of current Scipher investors, led by Northpond Ventures and including Khosla Ventures and Blue Owl Healthcare Opportunities, has committed approximately $30 million in gross cash proceeds to support the merger. The combined company will be named Scipher Medicine Corporation and will trade on Nasdaq under the ticker symbol "SCIP". Dr. Reginald Seeto will serve as Chief Executive Officer, while Chemomab co-founder and CEO Dr. Adi Mor will join the Board of Directors.

Strategic Rationale

Scipher’s AI Network Medicine platform identified CCL24 as a top-ranked therapeutic target for RA and will use its proprietary PrismRA® test to guide patient enrollment in the Phase 2 trial. The merger leverages Scipher’s revenue-generating businesses, including biopharma partnerships and its commercial precision medicine business, alongside the clinical advancement of nebokitug. The drug targets both inflammation and fibrosis, addressing a major unmet need in a $24 billion market where no new novel mechanisms have been approved by the FDA since 2012.

Key Milestones and Financials

The combined company plans to focus initially on the RA indication while retaining opportunities for nebokitug in other immunological diseases, including primary sclerosing cholangitis.