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Chemomab's Scipher merger registration takes effect

The incorporated materials include Scipher's audited annual statements, interim statements for both companies, and merger pro forma financial information.

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Form Type
6-K

Rhea-AI Filing Summary

Chemomab Therapeutics Ltd. (CMMB) furnished merger-related information from Snowdrift Parent Corporation’s Form S-4 for incorporation by reference into Chemomab’s Form F-3 and Form S-8 registration statements. An amendment to the S-4 was filed on October 29, 2026, and the registration statement was declared effective on October 30, 2026.

The July 7, 2026 merger agreement among Chemomab, Snowdrift Parent Corporation, Snowdrift Sub Corp., Elderwood Ltd. and Scipher Medicine Corporation provides for transactions under which Chemomab will redomicile in the U.S. and Scipher will become Chemomab’s wholly owned subsidiary following the domestication. The incorporated materials include Scipher’s audited 2025 and 2024 financial statements, interim financial statements for both companies as of June 30, 2026, and unaudited pro forma combined financial information giving effect to the merger.

incorporating by reference regulatory
"incorporating by reference into the Company’s registration statements"
redomiciling regulatory
"Chemomab redomiciling into the U.S."
Redomiciling is the process of moving a company's legal home from one country to another — changing where it is officially incorporated — while its business operations and management may stay the same. For investors this matters because the new legal home can change the rules that apply to taxes, financial reporting, shareholder rights and stock exchange listings, much like changing a person’s residence alters which laws and paperwork apply to them.
wholly owned subsidiary technical
"Scipher becoming a wholly owned subsidiary of Chemomab"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
Unaudited Pro Forma Condensed Combined Financial Information financial
"Unaudited Pro Forma Condensed Combined Financial Information"
Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.
independent registered public accounting firm financial
"Scipher’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the Chemomab (CMMB) merger with Scipher intended to do?

The July 7, 2026 merger agreement provides for transactions under which Chemomab will redomicile in the U.S. and Scipher Medicine Corporation will become Chemomab’s wholly owned subsidiary following the domestication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 November 2026

 

Commission File Number: 001-38807

 

CHEMOMAB THERAPEUTICS LTD.

(Translation of registrant’s name into English)

 

121-123 Menachem Begin Road, 30th floor
Tel Aviv 6701203, Israel

(Registered Address)

 

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 ☐

 

 

As previously disclosed, on July 7, 2026, Chemomab Therapeutics Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Snowdrift Parent Corporation, Snowdrift Sub Corp., Elderwood Ltd. and Scipher Medicine Corporation (“Scipher”), 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.

 

On October 29, 2026, Snowdrift Parent Corporation filed with the Securities and Exchange Commission (the “Commission”) an amendment to its Registration Statement on Form S-4  (File No. 333-299153-01)  (as amended, the “Registration Statement”), which was declared effective by the Commission on October 30, 2026. This Report on Form 6-K is being furnished for the purpose of incorporating by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275002 and 333-281750) and Form S-8 (File Nos. 333-259489 and 333-266868) filed with the Commission under the Securities Act of 1933, as amended, the following information contained in the Registration Statement: (1) the section titled “Selected Definitions” beginning on page 1 of the Registration Statement; (2) the section titled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 5 of the Registration Statement; (3) the description of Scipher’s business set forth in the section titled “Business of Scipher” beginning on page 265 of the Registration Statement; (4) Scipher’s audited financial statements as of and for the years ended December 31, 2025 and 2024, together with the notes thereto and the report of Deloitte & Touche LLP, Scipher’s independent registered public accounting firm, thereon, beginning on page F-45 of the Registration Statement; (5) Scipher’s unaudited interim condensed financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, together with the notes thereto, beginning on page F-80 of the Registration Statement; (6) the Company’s unaudited interim condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, together with the notes thereto, beginning on page F-3 of the Registration Statement; (7) the section titled “Chemomab Israel’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 256 of the Registration Statement; (8) the section titled “Scipher’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 295 of the Registration Statement; and (9) the section titled “Unaudited Pro Forma Condensed Combined Financial Information,” giving effect to the Merger, beginning on page 330 of the Registration Statement. Capitalized terms used in the information incorporated by reference above and not otherwise defined have the meanings given to them in the section titled “Selected Definitions” of the Registration Statement.

 

The consent of Deloitte & Touche LLP, independent registered public accounting firm to Scipher, is filed as Exhibit 23.1 to this Report on Form 6-K and is incorporated by reference into the registration statements referenced above.

 

EXHIBIT INDEX

 

Exhibit Description
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm to Scipher Medicine Corporation

 

2 

 

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: November 3, 2026

 

  CHEMOMAB THERAPEUTICS LTD.
   
  By: /s/ Sigal Fattal
  Name: Sigal Fattal
  Title: Chief Financial Officer

 

3

 

 

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