Scinai Immunotherapeutics Ltd. SEC Filings

Reichman Amir reported acquisition or exercise transactions in this Form 4 filing.

Scinai Immunotherapeutics Ltd. reported that Chief Executive Officer Amir Reichman received a grant of 400,000,000 Ordinary Shares on June 16, 2026 as a stock award. The shares were granted at a per-share price of $0.00 and are represented by restricted share units (RSUs).

The 400,000,000 Ordinary Shares vest in three equal annual installments after the grant date, subject to his continued service. After this award, Reichman directly owns 711,637,600 Ordinary Shares, including RSUs granted on January 25, 2024 and December 22, 2025, each with its own multi-year vesting schedule. Each American Depositary Share currently represents 4,000 Ordinary Shares.

Scinai Immunotherapeutics Ltd. held its Annual Meeting of Shareholders on June 16, 2026, where all proposals on the agenda were approved. Shares entitled to vote totaled 15,839,168,000 ordinary shares (3,959,792 ADSs), with 2,544,796,000 ordinary shares (636,199 ADSs) present, establishing a quorum.

Shareholders re-elected directors Sam Moed and Yael Margolin to serve until the third future annual meeting, and re-elected Adi Raviv until the second future annual meeting. They also approved an amendment to the Articles of Association to increase the number of authorized ordinary shares.

Compensation-related items passed as well, including an amendment to CEO Amir Reichman’s employment agreement, a 2026 long-term incentive RSU grant for him, and an RSU grant plus extended service agreement for Chairman Mark Germain. Shareholders further approved and ratified the appointment of Zvi Haft, a BDO member firm, as auditor for 2026. This report is incorporated by reference into existing Form S-8 and Form F-3 registration statements.

Scinai Immunotherapeutics reported first quarter 2026 results and detailed a major expansion of its contract development and manufacturing (CDMO) platform. Revenue for the three months ended March 31, 2026 was $489 thousand, including about $200 thousand from the newly acquired Yavne facility.

Operating loss widened to $2.5 million as CDMO costs and reclassified expenses increased, but net income reached $3.6 million due mainly to a $6.2 million non-cash bargain purchase gain from acquiring Recipharm Israel. Total assets rose to $17.6 million, shareholders’ equity to $11.8 million, and cash, cash equivalents and restricted cash to $3.1 million as of March 31, 2026.

The Recipharm Israel deal added a second manufacturing site in Yavne, broadened capabilities across biologics, sterile injectables and small-molecule APIs, and consolidated CDMO activities under Scinai Biopharma Services. Management is pursuing non-dilutive grants to fund PC111 and NanoAb programs, while prioritizing a systemic IL-17 bispecific antibody as the lead NanoAb development path.

Scinai Immunotherapeutics Ltd. filed a Form 6-K to clarify language in its proxy materials for the Annual General Meeting of Shareholders scheduled for June 16, 2026. The clarification concerns Proposal No. 6, which addresses extending the Services Agreement with Chairman of the Board Mark Germain.

The original proxy statement mistakenly described the expiry of Mr. Germain’s current director term as the second anniversary of the meeting. The company confirms that his term runs until the second annual meeting of shareholders after the June 16, 2026 meeting, and, if Proposal No. 6 is approved, the extended Services Agreement will expire at that same time.

The report is also incorporated by reference into several existing registration statements on Form S-8 and Form F-3.

Scinai Immunotherapeutics Ltd. is registering for resale up to 16,344,037 American Depositary Shares (ADSs) — each ADS representing 4,000 ordinary shares — for the selling shareholders under a resale prospectus. The selling shareholders, not the Company, will receive all proceeds from any resale; the Company will receive proceeds only to the extent the underlying Warrants are exercised for cash.

The prospectus covers ADSs issuable upon exercise of multiple warrant tranches and related instruments and states that, if all Warrants were exercised for cash, the Company would receive approximately $5.7 million. The ADSs trade on Nasdaq under SCNI (last reported sale price $0.56 on May 18, 2026), and the Company disclosed a Nasdaq minimum-bid-price non-compliance notice with an initial cure period through September 8, 2026.

Scinai Immunotherapeutics Ltd. has called its Annual General Meeting for June 16, 2026 in Tel Aviv, with ADS holders of record on May 13, 2026 entitled to vote. The proxy covers director elections, major share-capital changes, executive compensation and auditor appointment.

Shareholders are asked to re-elect three directors, approve a large increase in authorized ordinary share capital from 100,000,000,000 to 1,600,000,000,000 shares, and amend CEO Amir Reichman’s compensation by raising his salary and granting 100,000 RSUs. Additional proposals include extending Chairman Mark Germain’s services agreement, granting him 30,000 RSUs for recent strategic work, and appointing Ziv Haft (BDO) as auditor for 2026. Several items, including the share-capital increase and CEO pay/RSU grants, require enhanced “Special Majority” approval thresholds under Israeli law.

Scinai Immunotherapeutics Ltd. registers 16,344,037 American Depositary Shares (ADSs) for resale by selling shareholders.

The prospectus states each ADS represents 4,000 ordinary shares, and that up to 16,164,037 ADSs of the registered amount are issuable upon exercise of warrants. The selling shareholders will receive all proceeds from resale; the company would receive proceeds only if the warrants are exercised and, if exercised in full, would receive approximately $5.7 million.

Scinai Immunotherapeutics filed a Form 6-K providing detailed financial information on its recent acquisition of Scinai Biopharma Service Ltd. (formerly Recipharm Israel Ltd.). The acquired CDMO unit generated 2025 revenue of NIS 3,722 thousand but recorded a net loss of NIS 9,395 thousand, with a working capital deficit of NIS 22,819 thousand and an equity deficit of NIS 51,382 thousand as of December 31, 2025.

The subsidiary’s auditors highlighted substantial doubt about its ability to continue as a going concern, given dependence on loans from its former parent totaling NIS 62,972 thousand. Scinai acquired all shares and the shareholder loan for nominal consideration of EUR 1 each, while the former parent committed to inject approximately EUR 2 million of cash before closing.

Pro forma U.S. GAAP financials show combined total assets of $19,576 thousand and a 2025 net loss of $10,961 thousand, illustrating how the loss-making CDMO business and related balance sheet are expected to affect Scinai’s consolidated profile.