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Scinai Immunotherapeutics Announces Exercise of Outstanding Warrants for $1.69 Million in Gross Proceeds

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Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) announced the immediate exercise of certain outstanding warrants to purchase up to 2,606,552 American Depositary Shares (ADSs) at a reduced exercise price of $0.65 per ADS. The closing of the offering is expected to occur soon.
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The definitive agreement for the exercise of warrants by Scinai Immunotherapeutics presents a strategic financial maneuver that will likely have a significant impact on the company's capital structure and liquidity. By reducing the exercise price of the warrants, the company is incentivizing the warrant holders to convert their warrants into ADSs, which will lead to an immediate influx of capital. This is particularly important for a biopharmaceutical firm where cash flow is pivotal for sustaining operations and funding ongoing research and development.

It is essential to assess the dilutive effect of such a transaction on existing shareholders. With the issuance of over 2.6 million ADSs, each representing four hundred ordinary shares, the potential dilution could be substantial. However, the immediate capital may provide the company with the necessary resources to advance its I&I therapeutic products, which could, in turn, increase shareholder value in the long run if the developments are successful.

An important consideration for stakeholders is the revised exercise price of $0.65 per ADS, which is below the initial range of $1.16 to $5.00. This suggests that the company is willing to provide considerable incentives to warrant holders, possibly reflecting an urgent need for funding or a strategic decision to accelerate growth. Stakeholders should also be aware of the market's reaction to such news, as it can influence the stock's performance in the short term.

The announcement by Scinai Immunotherapeutics is a noteworthy development within the biopharmaceutical sector, particularly for companies specializing in inflammation and immunology. The exercise of warrants at a reduced price could signal the company's aggressive approach to securing funding and expanding its market presence. This move may also indicate confidence in its pipeline of biological therapeutic products and CDMO services, which could attract investor attention.

From a market perspective, the timing and terms of the warrant exercise deal could be seen as an attempt to capitalize on favorable market conditions or to preemptively secure funds in anticipation of less favorable conditions in the future. Investors typically scrutinize such transactions for what they reveal about a company's growth prospects and financial health. The reduced exercise price could suggest that the company's valuation expectations have adjusted, which might be a response to market feedback or internal performance metrics.

Furthermore, the provision of boutique CDMO services alongside their primary focus on I&I therapeutic products diversifies Scinai's revenue streams, which could mitigate the risks associated with the inherently uncertain process of drug development. This diversification strategy could be a point of interest for investors looking for a balance between innovation-driven growth and service-based stability.

In the highly competitive and capital-intensive field of biopharmaceuticals, Scinai Immunotherapeutics' strategy to exercise warrants at a reduced price reflects a proactive approach to fund its R&D pipeline. The focus on inflammation and immunology is pertinent, given the increasing prevalence of autoimmune disorders and the demand for novel treatments. The capital raised through this transaction could accelerate the development of Scinai's biological therapeutic products, which could have a profound impact on patient care if successful.

The decision to register the ADSs issuable upon exercise of the warrants under Form F-1 indicates a regulatory foresight and preparedness to facilitate the transaction smoothly. This move is also indicative of the company's compliance with SEC regulations, which is critical for maintaining investor confidence. The effective registration statements ensure that the newly issued shares are immediately tradable, which is an advantage for investors looking for liquidity.

It is important to monitor how Scinai allocates the funds generated from this transaction. Effective use in advancing clinical trials or scaling up manufacturing capabilities through its CDMO services could significantly enhance the company's competitive edge. Conversely, any missteps in allocation could delay product development or lead to financial strain, underscoring the importance of strategic fund management in the biotech industry.

JERUSALEM, Dec. 29, 2023 /PRNewswire/ -- Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI), a biopharmaceutical company focused both on development of inflammation and immunology (I&I) biological therapeutic products and provision of boutique CDMO services, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 2,606,552 American Depositary Shares (ADSs), each representing four hundred ordinary shares, having exercise prices ranging from $1.16 to $5.00 per ADS and terms ranging from five and one-half years to three years, respectively, issued by Scinai in September 2023 and December 2022, at a reduced exercise price of $0.65 per ADS. The ADSs representing ordinary shares issuable upon exercise of the warrants are registered pursuant to effective registration statements on Form F-1 (File Nos. 333-275217 and 333-267648). The closing of the offering is expected to occur on or about January 3, 2024, subject to satisfaction of customary closing conditions.

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash, Scinai will issue new unregistered warrants to purchase up to 5,213,104 ADSs. The new warrants will have an exercise price of $0.65 per ADS, will be immediately exercisable upon issuance and have a term of exercise equal to three years or five and one-half years, as applicable based on the term of the exercised warrants, from the date of issuance.

The gross proceeds to Scinai from the exercise of the warrants are expected to be approximately $1.69 million, prior to deducting placement agent fees and offering expenses. The company intends to use the net proceeds from the offering for general working capital, research and development, and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and, along with the ADSs issuable upon exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. Scinai has agreed to file a registration statement with the SEC covering the resale of the shares of ADSs issuable upon exercise of the new warrants.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Scinai Immunotherapeutics:

Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) is a biopharmaceutical company with two complementary business units, one focused on in-house development of inflammation and immunology (I&I) biological therapeutic products beginning with an innovative, de-risked, pipeline of nanosized VHH antibodies (NanoAbs) targeting diseases with large unmet medical needs, and the other a boutique CDMO providing services to help biotech companies efficiently bring their products to market by leveraging Scinai's drug development and GMP and non-GMP manufacturing capabilities for pre-clinical and clinical studies. Company website: www.scinai.com.

Company Contact

Joshua Phillipson | +972 8 930 2529 | joshua.phillipson@scinai.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "plan," "continue," "may," "will," "anticipate," and similar expressions are intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, the timing of closing of the transaction described in this press release. These forward–looking statements reflect management's current views with respect to certain current and future events and are subject to various risks, uncertainties and assumptions that could cause the results to differ materially from those expected by the management of Scinai Immunotherapeutics Ltd. Risks and uncertainties include, but are not limited to, the risk that the transaction will be delayed or not occur; the risk that the Company's financial health will not be positively impacted by the transaction; the risk that the Company will not remain listed on Nasdaq; the risk that the Company will not be successful in becoming an end-to-end provider of CDMO services at high international standards; the risk that Scinai may not be able to secure additional capital on attractive terms, if at all; the risk that the therapeutic and commercial potential of NanoAbs will not be met; the risk of a delay in the preclinical and clinical trials data for NanoAbs, if any; the risk that our business strategy may not be successful; the risk that the European Investment Bank (EIB) may accelerate the financial facility under its finance contract with Scinai; Scinai's ability to acquire rights to additional product opportunities; Scinai's ability to enter into collaborations on terms acceptable to Scinai or at all; timing of receipt of regulatory approval of Scinai's manufacturing facility in Jerusalem, if at all or when required; the risk that the manufacturing facility will not be able to be used for a wide variety of applications and other vaccine and treatment technologies; and the risk that drug development involves a lengthy and expensive process with uncertain outcomes. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 17, 2023, and the Company's subsequent filings with the SEC. Scinai undertakes no obligation to revise or update any forward-looking statement for any reason.

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SOURCE Scinai Immunotherapeutics Ltd.

FAQ

What is the latest announcement from Scinai Immunotherapeutics Ltd. (SCNI)?

Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) announced the immediate exercise of certain outstanding warrants to purchase up to 2,606,552 American Depositary Shares (ADSs) at a reduced exercise price of $0.65 per ADS.

How many American Depositary Shares (ADSs) are involved in the exercise of warrants by Scinai Immunotherapeutics Ltd. (SCNI)?

The exercise of warrants involves up to 2,606,552 American Depositary Shares (ADSs).

What is the exercise price per ADS for the warrants being exercised by Scinai Immunotherapeutics Ltd. (SCNI)?

The exercise price per ADS for the warrants being exercised is $0.65.

When is the closing of the offering expected to occur for Scinai Immunotherapeutics Ltd. (SCNI)?

The closing of the offering is expected to occur soon.

Scinai Immunotherapeutics Ltd. American Depositary Shares

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Biotechnology
Biological Products, (no Disgnostic Substances)
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United States of America
JERUSALEM