CMMB Chemomab Therapeutics Ltd - ADR

$CMMB My Investment Rationale. Disclaimer: NOT FINANCIAL ADVICE. I am long $CMMB so consider my views to be biased.

$CMMB Holy shit man, just sell your shares and leave. Sounds like you and Zdxss1 have this all figured out. The execs, board members and PIPE investors are all a bunch of morons that got dupped, mesmerised into taking this deal. Like I said, at the very worst, they will pump this up at some point in order to recoup their losses, that is my signal to get out.

$CMMB Here is undeniable facts about the merger partner: If you were Chemomab, would you merge with this company? If I bet I would wager that most of this was not available for Adi at the time of signing, which is why the finance part of Scipher was not ready for the S-4 when they sent it in for review. Do your own 2+2 regarding this: - Scipher is burning $44M in 2025. They will put in $30M that is suppose to give enough headroom for TWO companies, until 2028. Do you think that is actually true...? - Scipher have a $10M+ lawsuit pending. It is still active. - Scipher have already spent $10M of the pledged $30M on 2026 Notes - Scipher have a going concern and was pretty much out of cash when they approached Chemomab - Scipher had $200M + debt when they approached Chemomab. That is due in 2027 - Scipher had $750K in revenue in 2026, after a collapse from $10M in 2024 - The testing they boast to give better data for the Phase 2 trial for RA is therefor very limited and could be already outdated

$CMMB Seeing a lot of FUD that Nasdaq will automatically reject the $CMMB/Scipher merger because CMMB is trading ~$1.2–1.4. That is NOT how the math works. Current estimated exchange ratio: 1 CMMB ADS ≈ 0.374 SCIP shares So the relevant price is the new SCIP share price, not CMMB’s current quote. Under Nasdaq’s standard $4 initial-listing route: $4 SCIP × 0.374 = ~$1.50 CMMB So CMMB around $1.50 mechanically corresponds to a $4 SCIP price.

$CMMB The announced ratio is about 0.37 and may be adjusted before closing. If the company needs a price above $4 as a safety margin, it may lower it, which reduces the number of new shares. It could reach 0.25, meaning 4-to-1, or less. This would weaken the price further and they would enter a spiral. They would then collide with the $15 million minimum market value requirement. Why do these problems appear? Because the merger was not built on real investment foundations. It has other goals: accumulated debts and a deficit that eats away the assets, and this is clear in the S-4

$CMMB I think many here are making a mistake in thinking Scipher and PIPE investors are different entities and that PIPE investors may back-out or convince Scipher to agree to different terms. They are the same people and till they have enough votes in-favor of the merger, they would not care about the stock price. Scipher/PIPE investors will not back out of this deal as they have a much larger pre-existing economic interest in getting Scipher recapitalized and completing the merger. The Scipher holders who receive the 68% pre-PIPE merger allocation are not the old common/preferred shareholders; those securities are cancelled for no consideration. The 6.8M merger shares go to holders of the 2026 convertible notes, and they are also the PIPE investors % shareholding of these guys of $SCIP: 68% pre-PIPE 73% post $30M PIPE 77% post $15M PIPE warrant exercise (if they do it. Doubt they would if prices remain this depressed, coz the exercise price is $7.5 per SCIP shares, current price is $3.18)

$CMMB Another way of looking at this is that the 69 biotech they state in the S-4 could literally be an email to a contact list of a BP and then counting that as 1. Maybe even "Are you interested in participating and funding PSC P3 for a shot at getting royalities" and then getting zero replies. Or a "Are your company interested in PSC" and then getting a "no, we are not currently seeking PSC opportunities" and then Leerink move on to the next target Lets be honest here: 69 communication attempts over 2 years is desperate high for any biotech. I dont think any other biotech have ever done that before. I actually think the board in Chemotech have looked at their email "sent folder" and then counted the emails they sent, just to justify taking a crap deal with Scipher, and they can write that down in the S-4 and hide behind that every time an investor ask them if they have done proper research.

$CMMB Invester Noor shared a critical update: the required closing price is over $4. I cross-checked it and confirmed it's true. This is the value of great discussions—learning from each other by sharing accurate info and insights.

$CMMB There is a high probability that Nasdaq will reject this merger. These combined factors in the new entity include: a $440 million deficit, $85 million in convertible bond debt, 77% ownership concentration, continuous losses, absence of revenues versus escalating losses, weak funding and liquidity along with the inability to secure liquidity, doubts regarding the RA objectives and the inability to achieve them, doubts regarding sustainability, and a lack of clear strategy. There is a high probability that Nasdaq will reject this merger is clear that this merger serves as a bailout for debt and accumulated deficits, rather than a value-creating investment strategy

$CMMB would consider buying back here if they ditched this Scipher deal. Scipher can't get any customers so merge with a bio company just to have one - which in itself is fairly damning. They could have got more going the SPAC route but even those vehicles didn't touch it. Being cash strapped and ignoring a ph3 to chase some ph2 for the next 7-8 years is lunacy.

$CMMB 25k more incoming at market open. Fair warning for the 3rd time to all my Chemomabbians!

$CMMB Did you all know that Chemomab only did an initial outreach regarding RA/ILD/SSc to biotechs in August 2023, when they had very little to show for in research and pipeline? And that everything right after that was solely on PSC towards the 69 biotechs? Did you also know they could have just researched prior deals with BPs in RA/SSc/ILD and they could see they completely failed us and their owners by doing NOTHING to get buyers? They could have run a new process in beginning of 2026 with all of these diseases in mind. They had completed Phase 2, regulator-aligned Phase 3 for PSC, a second open IND, and a market that had just paid cash for earlier fibrosis antibodies. They BUTCHED the entire process. They have not done their fiducial obligation. This is very serious.

$CMMB -The management/board failed in this regard and it appears to be a breach of their fiduciary responsibility to shareholders.

$CMMB Is the RA opportunity being valued appropriately? The more I look at the Scipher transaction, the more I think shareholders should be asking about the process used to value nebokitug/RA. CMMB is effectively being valued at ~$48M in the proposed $150M combination, with CMMB shareholders owning ~32% of the combined company. Now compare that with some relevant partnering precedents: 🔹 Lilly / Rigel — Ocadusertib (RIPK1) • RA Phase 2-ready • $125M upfront • Up to $835M in milestones • Royalties on future sales 🔹 Gilead / Galapagos — Filgotinib • RA Phase 2-stage asset • ~$725M upfront/equity consideration • Up to $1.35B in milestones • Additional royalty/profit-sharing economics 🔹 Broader Phase 2 licensing market • Reported 2024 median upfront: ~$45M across therapeutic areas Obviously, these aren't perfect apples-to-apples comparisons. Different mechanisms, data packages, market conditions and clinical risks matter.

$CMMB here are the issues: 1) The S-4 showed us that the Scipher business is garbage. They have $500K in annual revenues not the $10 million that they led everyone to believe in 2024. 2) Scipher has debt and no cash. Scipher is already burning $10 million of the $30 million PIPE. What they are spending it on, who knows?! it could drugs and hookers for all we know. It certainly is not being spent on a Phase 2 RA trial. 3) The S-4 showed no real serious intention to do a Phase 2 RA trial with noone on the company leadership who knows anything about runnning a phase 2 RA trial. 4) Scipher over played their hand with CMMB. Scipher is a shit show. Scipher is smoking crack if they think Scipher is worth $100 million (65% of $150 million). CMMB should have at least 50% of this new company, not 32%. All of the value is in the Nebokitug asset not the crap Scipher diagnostic business.

$CMMB Worst-case scenario I will bag-hold my position to 2028 ph2 readout. If it works out it's a multi-B TAM. Zero or hero situation. May even get lucky and FDA accepts an AA pathway eventually in few years and we get that CVR. I feel this should rebound towards the closure. The drop is likely panic selling (at least no news so far)

$CMMB With the CVR probability low the thesis now predominantly depends on RA. Things to watch: - Timely IND submission - Final PIPE size (upsizing to $40-50M would probably be a bullish indication) - Timing for RA ph2 readout vs runway - Litigation with Quest (more news in 2027).

$CMMB Good luck to those holding. I closed at just +17%. Disapointed I didnt close at $2.8+. S4 content invalidates my thesis. Could get a spike before merger but not willing to hold sth I no longer understand. - CVR seems dead for now. Noone will proceed with FDA asking for a hard outcomes trial. - $10M of the $30M PIPE already gone so that Scipher doesnt go bankrupt. Hopefully, PIPE will be upsized to $50M - $10M litigation risk. Good institutions but probably did this merger just to save their prior investment (Scipher was moving towards bankruptcy)

$CMMB Another one that has a proposed merger that is trading below valuation is NEUP . It announced merger w/ Scancell only a few weeks after CMMB announced. It also has not posted S-4 yet and intends to close merger before EOY. CMMB is not the only ones dragging their feet on an S-4, apparently.

$CMMB I am not trying to silence anyone. I mentioned in an earlier poast that I don't understand why nobody wants this moelcule but you seem to believe that it is a blockbuster, I can't argue, I'm no scientist, but let's face it, it doesn't add up. Therfore, how could you be so sure that this is an utter fiasco? And if so, answer why is ther support? OK, so they are being sent a lifeline with the PIPE in order to recover their invesment. Great! We need to keep a close eye on when they will manipulate the SP upwards and get out. I've seen this before, in one day the SP soared about 500%, maybe more, can't remeber, with milions of shares traded and dropped the following days to below the original SP. That's my strategy at this point