Scinai Immunotherapeutics (NASDAQ: SCNI) closes $2.61M ADS and warrant financing
Rhea-AI Filing Summary
Scinai Immunotherapeutics Ltd. entered into a private placement and warrant inducement financing expected to close on or about April 27, 2026, raising approximately $2.61 million in aggregate gross proceeds before fees and expenses.
The company agreed to sell 5,208,333 American Depositary Shares at $0.48 per ADS, together with Series A warrants to purchase up to 5,208,333 ADSs at $0.48 and Series B warrants to purchase up to 5,208,333 ADSs at $0.55. An existing investor also agreed to immediately exercise earlier warrants at $0.48 per ADS in exchange for new warrants to buy 458,621 ADSs at $0.55.
Scinai plans to use the net proceeds, along with existing cash, to expand its CDMO platform, advance customer programs and continue selective investment in its immunotherapy pipeline. Warrant exercises are subject to beneficial ownership limits of 4.99% or, if elected, 9.99% of voting power.
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Insights
Scinai secures modest new capital via discounted equity and warrant structures.
Scinai Immunotherapeutics arranged a private placement and warrant inducement producing approximately $2.61 million in gross proceeds. The structure combines 5,208,333 ADSs at $0.48 with matched Series A and Series B warrants, plus new warrants from an inducement to exercise older, higher-priced warrants.
This financing adds cash for expanding the CDMO platform and advancing immunology programs, but also introduces potential future dilution through multiple warrant layers at exercise prices of $0.48, $0.53 and $0.55. Beneficial ownership caps at 4.99% or 9.99% limit any single investor’s voting stake.
A.G.P./Alliance Global Partners earns a 7% fee on gross proceeds, plus warrants. Subsequent filings around the required resale registration statement and any warrant exercises will provide additional visibility into how quickly this capital structure translates into actual share issuance.
Key Figures
Key Terms
Registration Rights Agreement regulatory
beneficial ownership blockers regulatory
Variable Rate Transaction financial
contract development and manufacturing organization (CDMO) technical
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 April 2026
Commission File Number: 001-37353
SCINAI IMMUNOTHERAPEUTICS LTD.
(Translation of registrant’s name into English)
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
Jerusalem, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Private Placement
On April 23, 2026, Scinai Immunotherapeutics Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) in connection with a private placement (the “Private Placement”) for the offer, issuance and sale of (i) 5,208,333 American Depositary Shares (the “Offering ADSs”), each representing 4,000 ordinary shares, no par value per share of the Company (“ADSs”) (or pre-funded warrants (the “Pre-Funded Warrants”)), at a purchase price of $0.48 per ADS (or $0.4799 per Pre-Funded Warrant after reducing $0.0001 attributable to the exercise price of the Pre-Funded Warrants), (ii) warrants (the “Series A Warrants”) to acquire up to 5,208,333 ADSs in the aggregate (the “Series A Warrant ADSs”), at an exercise price of $0.48 per ADS, exercisable immediately with a term of two years, and (iii) warrants (the “Series B Warrants”, and together with the Pre-Funded Warrants and the Series A Warrants, the “Warrants”) to acquire up to 5,208,333 ADSs in the aggregate, at an exercise price of $0.55 per ADS, exercisable immediately with a term of five years (the “Series B Warrant ADSs”, and together with the ADSs issuable upon exercise of the Pre-Funded Warrants and the Series A Warrant ADSs, the “Warrant ADSs”, and together with the Offering ADSs and the Private Placement Warrants, the “Securities”).
Under the terms of the Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of ordinary shares or ordinary shares underling the ADSs beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of ordinary shares or ordinary shares underling the ADSs would or could be aggregated with the holder’s or any of the holder’s affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would exceed 4.99% (or, upon election by one of the holders prior to the issuance of any Warrants, 9.99%) of (i) the number of Ordinary Shares outstanding or (ii) the outstanding voting rights of the Company, as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Securities and Exchange Commission (the “SEC”).
The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, other obligations of the parties and termination provisions.
The Securities were issued to accredited investors in a private placement pursuant to Section 4(a)(2) and/or Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
A.G.P./Alliance Global Partners acted as the exclusive financial advisor for the Company (the “Financial Advisor”) in connection with the Private Placement. The Company agreed to pay the Financial Advisor a cash fee equal to 7.0% of the gross proceeds of the Private Placement and to reimburse the Financial Advisor for out-of-pocket expenses of up to $70,000. The Company also issued to the Financial Advisor a warrant to acquire up to 260,417 ADSs at an exercise price per ADS of $0.53 and a term of five years.
The foregoing summary of the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants, which are filed as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 6-K and are incorporated by reference herein
Registration Rights Agreement
In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers pursuant to which the Company is required to prepare and file with the SEC a registration statement (a “Registration Statement”) to register for resale the Securities sold in the Private Placement within fifteen (15) calendar days of April 23, 2026 and use commercially reasonable efforts to cause such registration to become effective (the “Effective Date”), within sixty (60) calendar days (or within ninety (90) calendar days in the event the SEC elects to review such registration statement).
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The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 6-K and is incorporated by reference herein
Warrant Inducement
As previously reported, on January 3, 2024, the Company issued and sold unregistered warrants to purchase up to 521,310 ADSs (the “January 2024 Warrants”) at an exercise price of $6.50 per ADS (reflecting a subsequent adjustment to the ADS/Ordinary Shares ratio). On April 23, 2026, the Company entered into a warrant inducement offer letter (the “Inducement Letter”) with a certain investor to immediately exercise the January 2024 Warrants held by such investor at a reduced exercise price of $0.48 (the “Inducement Offer”) and the Company issued to the investor a new warrant (the “Inducement Warrant”) to purchase up to of 458,621 ADSs, subject to application of applicable beneficial ownership blockers. The Inducement Warrant has an exercise price of $0.55 per share, will be exercisable immediately upon issuance, and will expire upon the five-year anniversary of the issuance date.
The Inducement Warrants and the ADSs underlying such warrants are being issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and will be unregistered.
The Company also issued to the Financial Advisor, or its designees, warrants to purchase up to 260,417 ADSs (the “Financial Advisor Warrants”) as part of the compensation payable to the Placement Agent in connection with the Private Placement and Warrant Inducement. The Financial Advisor Warrants have substantially the same terms as the Inducement Warrants described above, except that the Financial Advisor Warrants have an exercise price of $0.53 per share.
The Company received aggregate gross proceeds from the Private Placement and the inducement transaction of approximately $2.61 million, before deducting fees and expenses, and the closing of the transactions is expected to occur on or about April 27, 2026, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds, together with existing cash resources, to support the expansion of its CDMO platform, advance customer programs, and continue selective investment in its immunotherapy pipeline. The Company believes this financing will support the execution of its growth strategy.
Subject to certain exceptions, for a period of thirty days (30) days following the Effective Date, the Company has agreed not to issue any ADSs, Ordinary Shares or Ordinary Share equivalents or file any registration statement or amendment or supplement thereto, other than filing the Registration Statement and a registration statement on Form S-8 in connection with any employee benefit plan. Also, until ninety (90) days following the Effective Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of ADSs, Ordinary Shares or Ordinary Share equivalents (or a combination of units thereof) involving a defined “Variable Rate Transaction,” subject to certain exceptions.
The Placement Agent acted as the exclusive warrant inducement agent to the Company in connection with the January Inducement Offer. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Inducement Offer.
The description of the terms and conditions of the Inducement Letter and the Inducement Warrant set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Inducement Letter and the Inducement Warrant attached hereto as Exhibits 10.3 and 4.4, respectively.
On April 24, 2026, the Company issued a press release announcing the Private Placement and Warrant Inducement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
This Report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-291460, 333-271293 and File No. 333-239344) and Form F-3 (File No. 333-274078 and File No. 333-276767), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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Exhibit Index
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Series A Warrant | |
| 4.3 | Form of Series B Warrant | |
| 4.4 | Form of Inducement Warrant | |
| 10.1 |
Form of Securities Purchase Agreement, dated as of April 23, 2026, among the Company and the Purchasers identified on the signature page thereto. | |
| 10.2 |
Form of Registration Rights Agreement, dated as of April 23, 2026, among the Company and the Purchasers identified on the signature page thereto. | |
| 10.3 | Form of Warrant Inducement Offer Letter | |
| 99.1 | Press Release, dated April 24, 2026. |
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SIGNATURES
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.
| Scinai Immunotherapeutics Ltd. | ||
| Date: April 27, 2026 | By: | /s/ Amir Reichman |
| Amir Reichman | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Scinai Immunotherapeutics Announces $2.61 Million Private Placement Financing
| ● | Financing led by institutional life sciences investor, with participation from new and existing investors |
| ● | Capital expected to support expansion of CDMO platform and advancement of customer programs |
JERUSALEM, April 24, 2026 /PRNewswire/ -- Scinai Immunotherapeutics Ltd. (NASDAQ: SCNI), (“Scinai” or the “Company”) a biopharmaceutical company advancing a pipeline of innovative inflammation and immunology therapeutics and the owner of Scinai Biopharma Services Ltd., a contract development and manufacturing organization (CDMO), today announced that it has entered into a securities purchase agreement with an institutional life sciences investor, as well as with new and existing institutional and accredited investors, for the purchase and sale of 5,208,333 American Depositary Shares (ADSs), each representing 4,000 ordinary shares, at a purchase price of $0.48 per ADS, as well as a Series A warrant to purchase up to 5,208,333 ADSs at an exercise price of $0.48 per ADS, exercisable immediately with a term of two years, and a Series B warrant to purchase up to 5,208,333 ADSs at an exercise price of $0.55 per ADS, exercisable immediately with a term of five years.
In addition, the Company entered into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of warrants to purchase up to 229,310 ADSs of its ordinary shares (the “Existing Warrants”) at an exercise price of $0.48 per ADS.
In consideration for the immediate exercise in full of the Existing Warrants for cash, the investor will receive in a private placement new unregistered warrants to purchase up to 458,621 ADSs (the “New Warrants”). The New Warrants will have an exercise price of $0.55 per ADS, will be exercisable immediately, and will expire five (5) years from the date of issuance.
The aggregate gross proceeds from the private placement and the warrant inducement transaction are approximately $2.61 million, before deducting fees and expenses, and the closing of the transactions is expected to occur on or about April 27, 2026, subject to satisfaction of customary closing conditions.
Scinai intends to use the net proceeds, together with existing cash resources, to support the expansion of its CDMO platform, advance customer programs, and continue selective investment in its immunotherapy pipeline. The Company believes this financing will support the execution of its growth strategy.
A.G.P./Alliance Global Partners acted as the sole financial advisor for the transactions.
The offer and sale of the foregoing securities will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this warrant inducement transaction, 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 focused on the development of innovative immunology therapies. The Company is advancing a pipeline of therapeutic candidates licensed from the Max Planck Society and from PinCell S.r.l.
Scinai also owns Scinai Biopharma Services Ltd., a contract development and manufacturing organization (CDMO), providing development and manufacturing services to biotechnology and pharmaceutical companies.
For more information, please visit: www.scinai.com
Company Contacts
Business Development | +972 8 930 2529 | bd@scinai.com
Investor Relations – Allele Capital Partners | +1 978 857 5075 | aeriksen@allelecapital.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements include, among other things, statements regarding the proposed closing of the transactions, the expected timing and terms thereof, the expected gross proceeds, the intended use of proceeds, the Company’s ability to expand its CDMO platform, execute on its growth strategy and business development opportunities, advance its R&D pipeline, and realize the expected benefits of its acquisition of Recipharm Israel and related commercial collaboration.
These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, risks related to the completion of the financing, the Company’s ability to successfully deploy the proceeds, integrate acquired operations, attract and retain customers, expand its CDMO activities, advance its product candidates, secure partnerships, execute on its growth strategy and general market and industry conditions. More detailed information regarding these and other risks and uncertainties is included in the Company’s filings with the U.S. Securities and Exchange Commission.
Forward-looking statements speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect new information, future events, or otherwise.
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