HBM Healthcare Investments discloses 12.5% stake in Chemomab ahead of merger
HBM Healthcare Investments (Cayman) Ltd. disclosed beneficial ownership of 80,971,680 ordinary shares, or 12.5% of Chemomab Therapeutics Ltd., in connection with a merger agreement signed July 7, 2026, under which Chemomab will combine with Scipher Medicine Corporation and redomicile to the U.S. HBM entered a shareholder support agreement committing to vote its shares—including those underlying pre-funded warrants—in favor of the merger and against competing proposals, and agreed not to transfer its shares during the support agreement's term. HBM increased the blocker on its pre-funded warrants from 4.99% to 19.99%, effective September 7, 2026, and intends to exercise the warrants on a cashless basis after that date to support its voting obligations.
Key facts
- HBM Healthcare Investments owns 80,971,680 ordinary shares, representing 12.5% of Chemomab
- Merger agreement signed July 7, 2026; expected close in fourth calendar quarter of 2026
- Combined company to list on Nasdaq Capital Market under ticker 'SCIP'
- Chemomab shareholders to receive contingent value rights: $10 million upon FDA approval of nebokitug for rheumatoid arthritis, $40 million if PSC program advances to Phase III
- HBM agreed via Shareholder Support Agreement to vote all covered shares in favor of merger and against competing proposals
- HBM agreed not to transfer covered shares during term of Shareholder Support Agreement
- Pre-funded warrant blocker increased from 4.99% to 19.99%, effective September 7, 2026
Why it matters
HBM's 12.5% stake and irrevocable voting commitment provide material support to completion of the merger, which will combine Chemomab's legacy pipeline (including contingent milestone payments) with Scipher's operating business and result in a redomiciled, Nasdaq-listed company.
Share
Derived from SC 13D filed 2026-07-16. Not investment advice. View the source filing on SEC.gov →