Scipher to Acquire Chemomab, Gaining Rights to Nebokitug for Rheumatoid Arthritis and Listing on Nasdaq
AI Platform and Precision Biotech Combine
Scipher Medicine, a precision immunology company, has entered into a definitive agreement to acquire Chemomab Therapeutics (NASDAQ: CMMB), an Israeli biotech, through an all-stock transaction. Following the merger, the combined entity will operate under the Scipher Medicine name and will be listed on Nasdaq under the ticker symbol 'SCIP'. This combination represents a strategic deal that goes beyond a simple merger, integrating Scipher's AI-powered Network Medicine technology with Chemomab's clinical assets. Both companies' boards of directors have approved the transaction, and all closing conditions are expected to be satisfied by the fourth quarter of 2026.
Mechanism of Action and Clinical Value of Nebokitug
The combined company's key pipeline asset is Chemomab's lead product, nebokitug (CM-101), a first-in-class monoclonal antibody that neutralizes CCL24, a cytokine that drives inflammation and fibrosis. Nebokitug has demonstrated promising safety and biomarker modulation in a previous Phase 2 trial in Primary Sclerosing Cholangitis (PSC). Rheumatoid Arthritis (RA), affecting millions, has a high unmet medical need, as many patients do not respond to existing anti-TNF therapies like Humira. Nebokitug aims to overcome the limitations of current treatments by providing dual action: reducing inflammation and preventing fibrotic joint damage.
Companion Diagnostic Technology in Phase 2 Trial
The combined company will incorporate Scipher's proprietary multi-omics blood-based platform, PrismRA®, into the Phase 2 trial of nebokitug for RA. PrismRA is a companion diagnostic that analyzes a patient's gene expression patterns to pre-screen for patients who are unlikely to respond to anti-TNF therapies. In the approximately $20 billion RA market, this allows for the selection of patients most likely to benefit from treatment. This approach is a model for precision medicine, reducing clinical costs and increasing the likelihood of success. Topline results are expected in the first half of 2028.
$150 Million Financial Structure
In this merger transaction, the combined company has a pre-money valuation of $150 million, with Scipher shareholders owning 68% and Chemomab shareholders owning 32% of the combined company. In addition, a $30 million private investment in public equity (PIPE) will be conducted, with participation from leading venture capital firms such as Northpond Ventures. These funds will extend the company's cash runway to the second half of 2028, providing financial stability for the completion of the Phase 2 trial. Chemomab shareholders will also receive contingent value rights (CVRs) tied to clinical milestones, providing additional opportunities for value sharing.
This merger represents a significant step in precision medicine, as Scipher's PrismRA companion diagnostic will be integrated into Chemomab's Phase 2 trial of nebokitug, a first-in-class anti-CCL24 antibody, in the approximately $20 billion global RA market. The goal is to maximize clinical success by targeting patients who are most likely to respond to treatment. In the short term, the focus is on improving the likelihood of success in the Phase 2 trial by targeting patients who do not respond to existing anti-TNF therapies like Humira, and on obtaining topline data in the first half of 2028. In the long term, given that no new mechanism of action has been approved for RA since 2012, the successful commercialization of nebokitug, which simultaneously inhibits inflammation and fibrosis, has the potential to become a blockbuster drug and reshape the market. From an investor perspective, the $150 million valuation, the Nasdaq listing, and the $30 million PIPE financing provide a stable cash runway through the second half of 2028, and the CVRs offer risk-sharing opportunities.
Source: FierceBiotech (rss)