CMMB 6-K
Chemomab Therapeutics Ltd. (CMMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of September 2026
Commission File Number: 001-38807
CHEMOMAB THERAPEUTICS LTD.
(Translation of registrant’s name into English)
10 Habarzel Street, Building C, 10th Floor, Tel-Aviv, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Introduction
On September 23, 2026, Chemomab Therapeutics Ltd., an Israeli company (“Chemomab” or the “Company”), Snowdrift Parent Corporation, a Delaware corporation and a wholly owned subsidiary of Chemomab (“Chemomab Parent”), and Elderwood Ltd., an Israeli company and a wholly owned subsidiary of Chemomab Parent (“Domestication Merger Sub”), entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), amending the Agreement and Plan of Merger, dated as of July 7, 2026 (the “Domestication Merger Agreement”), which was previously reported in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the “Form 6-K”). Pursuant to the Domestication Merger Agreement, the Domestication Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Chemomab Parent (the “Domestication Merger”). The Domestication Merger Agreement was entered into in connection with the Agreement and Plan of Merger (the “Merger Agreement”), that Chemomab entered into with Scipher Medicine Corporation, a Delaware corporation (“Scipher”), and other parties as described in the Form 6-K, pursuant to which, among other things, the parties will effect a series of transactions resulting in Chemomab redomiciling into the U.S. and Scipher becoming a wholly owned subsidiary of Chemomab following such domestication through a merger (the “Merger”). As disclosed in the Form 6-K, the Merger is expected to be completed in the fourth calendar quarter of 2026 and, if it is completed, the business of Scipher will combine with the business of the Company in Chemomab Parent (collectively, the “Combined Company”), and the parties expect the common stock of the Combined Company to be listed on the Nasdaq Capital Market under the ticker symbol “SCIP.” Following the completion of the Merger, Chemomab Parent will change its name to “Scipher Medicine Corporation” and will be led by Chief Executive Officer, Reginald Seeto. Chemomab’s co-founder and Chief Executive Officer, Adi Mor, PhD, will join the Combined Company’s board of directors.
Description of the Amendment
This adjustment is technical in nature and is solely intended to establish the number of Chemomab Parent shares to be issued in the Domestication Merger. It does not change the consideration payable in the transaction, the economic value of the transaction, or the relative ownership allocation between Chemomab and Scipher. The Amendment amends the Domestication Merger Agreement to introduce a formula-based exchange ratio (the “Domestication Exchange Ratio”) for the conversion of ordinary shares, no par value, of Chemomab (“Chemomab Ordinary Shares,” including ordinary shares represented by American Depositary Shares (“ADSs”)) and outstanding options to purchase Chemomab Ordinary Shares into shares of common stock of Chemomab Parent (“Chemomab Parent Common Stock”), such that the Combined Company will have an aggregate of 10,000,000 shares outstanding immediately following the closing of the Merger. This adjustment is solely intended to determine the number of shares to be issued in the Domestication Merger and does not change the economic terms of the transaction or the ownership allocation between Chemomab and Scipher. The Amendment also addresses the treatment of fractional shares, the substitution of outstanding equity awards and the issuance of contingent value rights (“CVRs”). Except as expressly modified by the Amendment, the Domestication Merger Agreement remains in full force and effect in accordance with its terms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
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Forward-Looking Statements
This Report on Form 6-K relates to a proposed transaction involving Scipher, Chemomab and Chemomab Parent and reports the execution of the Amendment. This Report on Form 6-K may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements regarding the Amendment; the structure, timing and completion of the proposed Domestication Merger and the Merger and the related transactions; the Domestication Exchange Ratio and the treatment of Chemomab Ordinary Shares, ADSs and equity awards in the Domestication Merger; ; the parties’ ability to consummate the proposed Domestication Merger, Merger and related transactions; the Combined Company’s expected listing on Nasdaq and ticker symbol after closing of the proposed Domestication Merger and the proposed Merger; expectations regarding the ownership structure of the Combined Company; the expected executive officers of the Combined Company; the expected issuance of the CVRs and the contingent payments contemplated by the CVRs; the future operations of the Combined Company; the tax implications of the Domestication Merger and the Merger; the anticipated valuation of the Combined Company; and other statements that are not historical fact. Any forward-looking statements in this Report on Form 6-K are based on management’s current knowledge and its present beliefs and expectations regarding possible future events and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those set forth or implied by such forward-looking statements. There can be no assurance that future developments affecting the Combined Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Combined Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to: the risk that the conditions to the closing of the Domestication Merger or the Merger are not satisfied, including the failure to timely obtain shareholder approval for the transaction, if at all; uncertainties as to the timing of the consummation of the Domestication Merger or the Merger and the ability of each of Chemomab and Scipher to consummate the Domestication Merger or the Merger; risks related to Chemomab’s ability to manage its operating expenses and its expenses associated with the Domestication Merger or the Merger pending closing; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Domestication Merger or the Merger; the risk that as a result of adjustments to the Domestication Exchange Ratio, Chemomab shareholders and Scipher stockholders could own more or less of the Combined Company than is currently anticipated; risks related to the market price of Chemomab’s common stock relative to the value suggested by the Domestication Exchange Ratio; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Domestication Merger or the Merger; the uncertainties associated with Chemomab’s and Scipher’s product candidates, as well as risks associated with the clinical development and regulatory approval of such product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; risks related to the inability of the Combined Company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; risks associated with the possible failure to realize certain anticipated benefits of the Domestication Merger or the Merger, including with respect to future financial and operating results; the risk that the related private placement financing is not consummated or is not consummated on the terms and in the amounts currently anticipated; the risk of potential adverse reactions or changes to relationships with employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; and those uncertainties and factors described under the heading “Risk Factors” in Chemomab’s Annual Report on Form 20-F for the year ended December 31, 2025 and Quarterly Reports on Form 6-K for the quarters ended March 31, 2026 and June 30, 2026, and Chemomab’s other filings from time to time with the SEC. Nothing in this Report on Form 6-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Chemomab and Scipher do not undertake or accept any duty to make any updates or revisions to any forward-looking statements.
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No Offer or Solicitation
This communication is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE. IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION WILL BE FILED WITH THE SEC.
Additional Information about the Merger and Where to Find It
This Report on Form 6-K is not a substitute for any other document that Chemomab or its affiliates (for purposes of this paragraph, “Chemomab”) may file with the SEC in connection with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus. In connection with the proposed transaction among Chemomab, Scipher, Chemomab Parent, Snowdrift Sub Corp., a Delaware corporation and a wholly owned subsidiary of Chemomab Parent (the “Merger Sub”) and Domestication Merger Sub, Chemomab and Chemomab Parent intend to jointly file relevant materials with the SEC, including the Form S-4. CHEMOMAB URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHEMOMAB, SCIPHER, CHEMOMAB PARENT, MERGER SUB, DOMESTICATION MERGER SUB, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Form S-4 and other documents filed by Chemomab with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders should note that Chemomab communicates with investors and the public using its website (www.chemomab.com) and the investor media website (https://chemomab.com/investors-media) where anyone will be able to obtain free copies of the Form S-4 and included proxy statement/prospectus and other documents filed by Chemomab with the SEC and shareholders are urged to read the Form S-4 and included proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. The documents filed by Chemomab with the SEC also may be obtained free of charge upon written request to: Chemomab Therapeutics Ltd., 10 Habarzel Street, Building C, 10th Floor, Tel Aviv, Israel 6971010.
Participants in the Solicitation
Chemomab, Scipher and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Chemomab’s shareholders in connection with the proposed transaction. Information about Chemomab’s directors and executive officers, including a description of their interests in Chemomab, is included in Chemomab’s most recent definitive proxy statement, as filed with the SEC on March 23, 2026. Additional information regarding these persons and their interests in the proposed transaction will be included in the Form S-4 and included proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Third-party products and company names mentioned herein may be the trademarks of their respective owners.
Incorporation by Reference
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-275002 and 333-281750) and Form S-8 (File No. 333-259489 and No. 333-266868).
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EXHIBIT INDEX
| Exhibit | Description |
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger, dated as of September 23, 2026, by and among Chemomab Therapeutics Ltd., Snowdrift Parent Corporation, and Elderwood Ltd. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 30, 2026
| CHEMOMAB THERAPEUTICS LTD. | |
| By: /s/ Sigal Fattal | |
| Name: Sigal Fattal | |
| Title: Chief Financial Officer |
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Exhibit 2.1
Amendment No. 1 TO Agreement and Plan of Merger
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”), is made and entered into as of September 23, 2026, by and among Chemomab Therapeutics Ltd., an Israeli company (“Chemomab”), Snowdrift Parent Corporation, a Delaware corporation and a wholly-owned subsidiary of Chemomab (“Chemomab Parent”), and Elderwood Ltd., an Israeli company and a wholly-owned subsidiary of Chemomab Parent (“Domestication Merger Sub”). Chemomab, Chemomab Parent and Domestication Merger Sub are each referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in that certain Agreement and Plan of Merger, dated as of July 7, 2026, by and among the Parties (the “Agreement”).
Recitals
WHEREAS, Section 5.5 of the Agreement provides that the Agreement may be amended only by a written instrument duly executed by or on behalf of each Party, whether before or after receipt of the Chemomab Shareholder Approval.
WHEREAS, the Parties wish to amend the Agreement as set forth in this Amendment, such amendment to be effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and intending to be legally bound, the Parties agree as follows:
1. Amendments to the Agreement.
1.1 The Fifth Recital of the Agreement is hereby amended and restated in its entirety to read as follows:
“WHEREAS, in connection with the Domestication Merger, each ordinary share, of no nominal value, of Chemomab (“Chemomab Ordinary Share”) outstanding immediately prior to the Domestication Merger (including Chemomab Ordinary Shares represented by American Depositary Shares (“ADS(s)”) will be exchanged for, or otherwise converted into, shares of common stock, par value US$1.00 per share of Chemomab Parent (“Chemomab Parent Common Stock”), and outstanding equity awards of Chemomab (including options) will be assumed or exchanged for economically equivalent awards of Chemomab Parent, in each case, as further set forth herein;”
1.2 The first sentence of the first paragraph of Section 2 of the Agreement is hereby amended and restated in its entirety to read as follows:
“At the Domestication Merger Effective Date, by virtue of the Domestication Merger and without any action on the part of any of the Parties or holders of any securities of Chemomab, Chemomab Parent or of Domestication Merger Sub, other than Chemomab Ordinary Shares held by Chemomab in treasury or owned by Chemomab Parent (which shall be cancelled and retired as set forth in Section 2.5), (i) each Chemomab Ordinary Share outstanding immediately prior to the Domestication Merger (including those underlying any ADS(s)) will be exchanged for such number of shares of Chemomab Parent Common Stock as is equal to the Domestication Exchange Ratio (as defined below) (the "Per Share Merger Consideration") without interest and less applicable Taxes (if any) required to be withheld, and each ADS outstanding immediately prior to the Domestication Merger Effective Date shall represent only the right to receive the number of shares of Chemomab Parent Common Stock equal to the number of Chemomab Ordinary Shares (including Chemomab Ordinary Shares represented by ADS(s)) previously represented thereby multiplied by the Domestication Exchange Ratio, in each case, payable as provided below, and (ii) each option to purchase Chemomab Ordinary Shares (including Chemomab Ordinary Shares represented by ADS(s)) outstanding immediately prior to the Domestication Merger will be exchanged for an option to purchase such number of shares of Chemomab Parent Common Stock as is equal to the Domestication Exchange Ratio, without interest and less applicable Taxes (if any) required to be withheld, in each case, payable as provided below. For purposes of this Agreement, “Domestication Exchange Ratio” means the quotient obtained by dividing (a) the Chemomab Allocation (as defined below) by (b) the sum of (i) the Chemomab Ordinary Shares outstanding immediately prior to the Domestication Merger (including those underlying any ADS(s)) and (ii) the number of options to purchase Chemomab Ordinary Shares (including Chemomab Ordinary Shares represented by ADS(s)), in each case outstanding as of immediately prior to the Domestication Merger. For purposes of this Agreement, “Chemomab Allocation” means 10,000,000 multiplied by the Chemomab Allocation Percentage (as defined in the Merger Agreement).”
1.3 The following is hereby added to the end of Section 2.2 of the Agreement:
“No fractional shares of Chemomab Parent Common Stock shall be issued in connection with the Domestication Merger, and no certificates or scrip for any such fractional shares shall be issued, and no cash shall be paid for any fractional share eliminated by such rounding.”
1.4 Section 2.7 of the Agreement is hereby amended and restated in its entirety as follows:
“Promptly following the date hereof, Chemomab Parent shall adopt a new Equity Incentive Option Plan (the “New ESOP”) that includes both US and Israeli tax provisions and that shall comply with and qualify under the capital gain tax route of Section 102 of the Israeli Income Tax Ordinance [New Version], 1961 (including the regulations promulgated thereunder, the “Income Tax Ordinance”). Each option previously granted and outstanding to purchase Chemomab Ordinary Shares (or ADSs representing such shares) under the current equity incentive plans of Chemomab (the “Existing Awards”), shall be substituted with options to purchase such number of shares of Chemomab Parent Common Stock as is equal to the Domestication Exchange Ratio (the “Substituted Awards”), with the aggregate number of shares subject to each option rounded down to the nearest whole share, in a manner intended to comply with the requirements of Section 102 of the Income Tax Ordinance and in accordance with the provisions of the Option Tax Ruling (as defined below). The New ESOP shall be filed for approval under the capital gain tax route of Section 102 of the Income Tax Ordinance prior to the Domestication Merger Effective Date. The per share exercise price of each Substituted Award (for stock options) shall be equal to the per share exercise price of each Existing Award (for stock options) divided by the Domestication Exchange Ratio and rounded up to the nearest whole cent. The term and vesting provisions of the Existing Awards shall remain unchanged, and except as otherwise provided herein the terms of the Substituted Awards shall be as specified in the New ESOP.”
1.5 Section 2.8 of the Agreement is hereby amended and restated in its entirety as follows:
“CVR Issuance. Following the Domestication Merger Effective Date, Chemomab Parent shall cause to be issued to each holder of (i) Chemomab Ordinary Shares (including Chemomab Ordinary Shares represented by ADS(s)) in connection with the Domestication Merger) as of immediately prior to the Domestication Merger Effective Date and (ii) vested options or other vested equity awards to purchase Chemomab Ordinary Shares (including Chemomab Ordinary Shares represented by ADS(s)) as of immediately prior to the Domestication Merger Effective Date one (1) CVR (as defined in the Merger Agreement) for each Chemomab Ordinary Share held by, or underlying the vested equity awards of, such securityholders, in accordance with the terms and conditions of the Contingent Value Rights Agreement (as defined in the Merger Agreement). For the avoidance of doubt, the terms and conditions governing the CVRs, including the events triggering any payments thereunder and the amounts payable, shall be as set forth in the Contingent Value Rights Agreement.”
2. Continuing Effectiveness. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall be deemed an amendment to the Agreement and shall become effective when executed and delivered by the Parties. Upon the effectiveness of this Amendment, all references in the Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Agreement, as modified by this Amendment.
3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided that the matters relating to Chemomab internal corporate matters shall be governed by the Companies Law.
4. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Amendment (in counterparts or otherwise) by all Parties by facsimile or electronic transmission in .PDF format shall be sufficient to bind the Parties to the terms and conditions of this Amendment.
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In Witness Whereof, the Parties have caused this Amendment to be executed as of the date first above written.
Chemomab Therapeutics Ltd. By: /s/ Adi Mor Name: Adi Mor Title: CEO
Snowdrift Parent Corporation By: /s/ Adi Mor Name: Adi Mor Title: CEO
Elderwood Ltd. By: /s/ Adi Mor Name: Adi Mor Title: CEO |
Signature Page to Amendment No. 1 to Merger Agreement