Baker McKenzie Advises Chemomab on Merger with Scipher Medicine

Baker McKenzie has advised Chemomab Therapeutics Ltd. (Nasdaq: CMMB), a clinical-stage biotechnology company developing innovative therapeutics for immune-fibrotic diseases, on its proposed merger with Scipher Medicine Corporation, a precision medicine company focused on transforming treatment through AI-driven insights. Upon completion of the transaction, the combined company is expected to operate as Scipher Medicine Corporation and trade on the Nasdaq.

The transaction is structured as a stock-for-stock merger pursuant to which Chemomab will redomicile to the United States and combine with Scipher. Immediately prior to the concurrent private placement financing, pre-merger Scipher equity holders are expected to own approximately 68% of the combined company and pre-merger Chemomab equity holders approximately 32%, in each case on a fully diluted basis and subject to adjustment. The combined company is valued at approximately USD 150 million before a concurrent USD 30 million private placement backed by a syndicate of current Scipher investors.

The combined company plans initially to focus on advancing nebokitug, Chemomab’s first-in-class anti-CCL24 antibody, into a Phase 2 clinical trial for the treatment of rheumatoid arthritis. The transaction brings together Chemomab’s clinical-stage therapeutic platform with Scipher’s AI-powered precision medicine capabilities, including its PrismRA® test and extensive rheumatology data assets. The merger is expected to close in the fourth quarter of 2026, subject to shareholder approvals, regulatory requirements and customary closing conditions

The cross-border Baker McKenzie team was led by Corporate M&A Partner, Michal Berkner and also included: Partners Per Chilstrom (Corporate, New York), Ross Staine (Tax, Houston), Kimberly Franko (Employment, New York) , Christopher Guldberg (Employment, Chicago), and Associates Zach Bassen, Alejandra Cuadra and Matt Bratovich (all New York).