Scinai Immunotherapeutics Announces $2.61 Million Private Placement Financing

Scinai (NASDAQ: SCNI) announced a private placement and warrant inducement expected to close on or about April 27, 2026, raising approximately $2.61 million gross before fees and expenses.

Rhea-AI Summary

Scinai (NASDAQ: SCNI) announced a private placement and warrant inducement expected to close on or about April 27, 2026, raising approximately $2.61 million gross before fees and expenses. The financing includes 5,208,333 ADSs at $0.48 per ADS and two warrant series exercisable at $0.48 and $0.55.

The company said net proceeds will support expansion of its CDMO platform, advance customer programs, and continue selective investment in its immunotherapy pipeline. A.G.P./Alliance Global Partners served as sole financial advisor.

Positive

• Aggregate gross proceeds of approximately $2.61 million
• Issuance of ADSs priced at $0.48 per ADS
• Proceeds earmarked to expand the CDMO platform

Negative

• Potential dilution from up to 10,416,666 ADSs issuable under combined warrants
• Immediate exercise features may pressure near-term share count and liquidity

Argus Apr 24 session

+61.62% close to close Open Argus

Details

News Market Reaction – SCNI

On Apr 24, the day this news came out, SCNI closed 61.62% above the previous close.

Data tracked by StockTitan Argus for the Apr 24 session.

Market Context

On Apr 24, the day this news came out, the stock closed 61.6% above the previous close. A strong pos...

Analysis

On Apr 24, the day this news came out, the stock closed 61.6% above the previous close. A strong positive reaction would have aligned with Scinai’s need to strengthen its balance sheet after reporting only $1.6 million cash and going-concern risk in the recent 20-F. However, historical moves around news were mostly modest, suggesting investors often react cautiously. Future sustainability would depend on how effectively the new $2.61 million financing supports CDMO expansion and progresses the immunology pipeline while balancing dilution concerns.

Key Figures

Aggregate gross proceeds: $2.61 million ADSs sold: 5,208,333 ADSs Ordinary shares per ADS: 4,000 ordinary shares +5 more

Aggregate gross proceeds

$2.61 million

Private placement and warrant inducement transaction

ADSs sold

5,208,333 ADSs

Primary private placement size

Ordinary shares per ADS

4,000 ordinary shares

Each American Depositary Share

Purchase price

$0.48 per ADS

Private placement purchase price

Series A warrant size

5,208,333 ADSs

Series A warrants exercisable immediately, 2-year term

Series B warrant size

5,208,333 ADSs

Series B warrants exercisable immediately, 5-year term

Existing warrants exercised

229,310 ADSs

Immediate exercise under warrant inducement

New warrants issued

458,621 ADSs

New unregistered warrants, 5-year term

Historical Context

5 past events · Latest: Apr 06

5 events

1. Apr 06

   CDMO reorganization

   24h Move

   +1.7%

   Completed strategic reorganization creating dedicated CDMO subsidiary and outlining 2026 goals.

2. Apr 01

   Earnings and strategy

   24h Move

   +12.1%

   Reported 2025 with doubled CDMO revenue, Recipharm expansion, and detailed funding application.

3. Mar 19

   Conference presence

   24h Move

   -0.7%

   Highlighted expanded CDMO platform and immunology pipeline at BIO-Europe Spring 2026.

4. Mar 16

   Nasdaq bid notice

   24h Move

   +0.7%

   Disclosed noncompliance with Nasdaq minimum $1.00 bid price and 180-day cure period.

5. Mar 02

   PC111 funding step

   24h Move

   -4.3%

   Amended PinCell option and submitted revised €12 million FENG application for PC111 program.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

american depositary shares, warrants, exercise price, securities purchase agreement, +4 more

8 terms

american depositary shares financial

"for the purchase and sale of 5,208,333 American Depositary Shares (ADSs), each"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

warrants financial

"a Series A warrant to purchase up to 5,208,333 ADSs at an exercise price"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"Series A warrant to purchase up to 5,208,333 ADSs at an exercise price of $0.48"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with an institutional"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"The aggregate gross proceeds from the private placement and the warrant inducement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

accredited investors financial

"as well as with new and existing institutional and accredited investors, for the"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

regulation d regulatory

"and Regulation D promulgated thereunder. Accordingly, the securities issued in the"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

section 4(a)(2) of the securities act regulatory

"reliance on an exemption from registration under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• 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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SOURCE Scinai Immunotherapeutics Ltd.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Scinai (SCNI) announce on April 24, 2026?

Scinai announced a private placement and warrant inducement raising about $2.61 million. According to the company, the transactions include 5,208,333 ADSs at $0.48 per ADS and related Series A and B warrants exercisable at $0.48 and $0.55.

How many ADSs and warrants are included in Scinai's (SCNI) private placement?

The private placement includes 5,208,333 ADSs and matching Series A and B warrants for up to 5,208,333 ADSs each. According to the company, the Series A warrant exercise price is $0.48 and Series B is $0.55.

When is the Scinai (SCNI) transaction expected to close and who advised the deal?

The closing is expected on or about April 27, 2026, subject to customary conditions. According to the company, A.G.P./Alliance Global Partners served as the sole financial advisor for the transactions.

How does Scinai (SCNI) plan to use the proceeds from the $2.61M financing?

Scinai intends to use net proceeds to expand its CDMO platform, advance customer programs, and invest selectively in its immunotherapy pipeline. According to the company, these uses support execution of its growth strategy.

What are the dilution and exercise terms for the new Scinai (SCNI) warrants?

New warrants cover up to the same 5,208,333 ADSs: Series A exercisable at $0.48 for two years, Series B at $0.55 for five years. According to the company, immediate exercisability applies to both warrant series.