Item 4 — Purpose of Transaction
The responses to Item 3 and Item 6 of this Schedule 13D are incorporated herein by reference. On July 7, 2026, the Issuer, Scipher Medicine Corporation, a Delaware corporation ("Scipher"), Snowdrift Parent Corporation, a Delaware corporation ("Chemomab Parent"), Snowdrift Sub Corp., a Delaware corporation and a wholly owned subsidiary of Chemomab Parent (the "Merger Sub"), and Elderwood Ltd., an Israeli company and a wholly owned subsidiary of Chemomab Parent (the "Domestication Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, the parties will effect a series of transactions resulting in the Issuer redomiciling into the U.S. and Scipher becoming a wholly owned subsidiary of the Issuer following such domestication (the "Merger", and the time at which the Merger becomes effective, the "Effective Time"). 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 Issuer in Chemobab 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." Immediately following the closing of the Merger (the "Closing"), holders of the Issuer's Ordinary Shares represented by ADSs and vested options to acquire Ordinary Shares represented by ADSs will be entitled to receive contingent value rights ("CVRs"), providing the opportunity to receive additional value upon the achievement of certain specified milestones related to the Issuer's legacy asset, nebokitug, subject to the terms and conditions of the CVR agreement. Specifically, holders of the Issuer's ADSs will receive one CVR per Ordinary Share (including Ordinary Shares underlying ADSs) of a $10 million milestone payment upon approval by the U.S. Food and Drug Administration of nebokitug in treating rheumatoid arthritis, and a $40 million milestone payment if the Issuer's Primary Sclerosing Cholangitis program advances to a Phase III Clinical Trial (as defined in the CVR Agreement). Concurrently with the execution of the Merger Agreement, HBM entered into a Shareholder Support Agreement (the "Shareholder Support Agreement") with Scipher, pursuant to which HBM agreed to vote all of its Ordinary Shares - including those represented by ADSs held directly by HBM, and those represented by ADSs that HBM has the right to acquire upon exercise of its Pre-Funded Warrants (collectively, "Covered Shares") - in favor of the Merger Agreement and the Contemplated Transactions (as defined in the Shareholder Support Agreement) and against any competing proposal. Additionally, HBM agreed not to transfer any of its Covered Shares, or beneficial ownership thereof or any other interest therein, during the term of the Shareholder Support Agreement. The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholder Support Agreement, a copy of which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. In anticipation of the execution of the Merger Agreement and Shareholder Support Agreement, the Issuer requested a waiver of the 9.99% ceiling on the Blocker in the Pre-Funded Warrants held by HBM, to which HBM, as the sole holder of the Pre-Funded Warrants, consented on June 29, 2026. Subsequent to the execution of the Merger Agreement, on July 8, 2026, HBM sent formal notice to the Issuer of its intent to increase the Blocker on the Pre-Funded Warrants from 4.99% to 19.99%, which increase shall be effective on September 7, 2026, the 61st day after notice was delivered to the Issuer, in accordance with the terms of the Pre-Funded Warrants. Accordingly, effective July 9, 2026, HBM has the right to acquire, within 60 days, all of the Ordinary Shares represented by ADSs underlying its Pre-Funded Warrants, and is therefore filing this Schedule 13D to report its more-than-5% beneficial ownership of the Ordinary Shares. The Reporting Person intends to exercise its Pre-Funded Warrants, after they become exercisable in full on September 7, 2026, in order to effectuate its voting obligations under the Shareholder Support Agreement. The Reporting Person intends to exercise the Pre-Funded Warrants on a cashless basis, in order to provide for the tacking of the holding period for the Ordinary Shares under Rule 144 under the Securities Act of 1933, as amended.