Yorkville backs Scinai (SCNI) with new $15M standby equity line

Rhea-AI Filing Summary

Scinai Immunotherapeutics Ltd. entered a new Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), giving Scinai the right, but not the obligation, to sell up to $15.0 million of its American Depositary Shares over 36 months. The ADSs, each representing 4,000 ordinary shares, will be priced at 97% of the lowest of three daily VWAPs during the three trading days starting on the date Scinai delivers an Advance Notice, and Scinai may set a minimum price per ADS in each Advance. Yorkville’s beneficial ownership is capped at 9.99% of the company’s voting power or ordinary shares. Scinai will pay a $108,000 commitment fee, half via issuance of 35,461 ADSs and half in cash, and the prior March 3, 2025 standby equity agreement with Yorkville will terminate once the new related registration statement is declared effective.

Insights

Capital markets and dilution analyst

Scinai secures a $15M equity line with pricing discount but potential dilution.

Scinai Immunotherapeutics entered a Standby Equity Purchase Agreement with Yorkville that allows the company to sell up to $15.0 million of ADSs over a 36‑month period. The ADSs will be sold at 97% of the lowest of three daily VWAPs following each Advance Notice, effectively building in a discount to market prices in exchange for Yorkville’s capital commitment.

The arrangement includes a Beneficial Ownership Limitation so Yorkville and its affiliates cannot exceed 9.99% of Scinai’s voting power or ordinary shares, which can help avoid concentrated ownership. Scinai is paying a $108,000 commitment fee, split between 35,461 ADSs and cash, and the existing March 3, 2025 standby equity agreement will terminate once the new registration statement is effective.

The structure gives Scinai flexibility to raise equity in tranches, but each Advance will be at a discounted price and increases the share count, so the overall effect will depend on how much of the $15.0 million commitment the company chooses to draw over the 36‑month term and at what market prices.

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 September 2025

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 

On September 10, 2025, Scinai Immunotherapeutics Ltd. (the “Company”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”).

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville from time to time during the 36 months following the execution of the Purchase Agreement (each such occurrence, an “Advance”) up to $15.0 million (the “Commitment Amount”) of the Company’s American Depositary Shares (the “ADSs”), each representing 4,000 ordinary shares, no par value, of the Company (“Ordinary Shares”), subject to the restrictions and satisfaction of the conditions in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, any ADSs sold and issued by the Company to Yorkville will be sold at a purchase price equal to 97% of the lowest of the three daily VWAPs (as defined under the Purchase Agreement) of the ADSs during the three consecutive trading days commencing on the trading day of the Company’s delivery of an Advance Notice (as defined in the Purchase Agreement) to Yorkville (the “Advance ADSs”). The Company may also specify a certain minimum acceptable price per ADS in each Advance.  As consideration for Yorkville’s irrevocable commitment to purchase the Company’s ADSs up to the Commitment Amount, the Company agreed to pay a commitment fee of $108,000 (the “Commitment Fee”) as follows: 50% on or about the date of execution of the Purchase Agreement by the issuance by the Company to Yorkville of 35,461 ADSs and (ii) 50% in cash on the earlier of (i) the date of the first issuance of Advance ADSs under the Purchase Agreement (in which event the amount due may be paid from the cash proceeds of the first Advance) and (ii) 90 calendar days following the date on which the Registration Statement (as defined below) is declared effective by the SEC.

Pursuant to the Purchase Agreement, Yorkville is not obligated to purchase or acquire any ADSs under the Purchase Agreement which, when aggregated with all other ADSs and Ordinary Shares beneficially owned by Yorkville and its affiliates, would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) to exceed 9.99% of the then-outstanding voting power or number of the Company’s Ordinary Shares.

Yorkville’s obligation to purchase the ADSs pursuant to the Purchase Agreement is subject to various conditions, including that a registration statement be filed with the SEC registering the Commitment ADSs issued and to be issued and the Advance ADSs to be issued and sold pursuant to an Advance (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) and that the Registration Statement is declared effective by the SEC.

Upon the effectiveness of the Registration Statement, the existing Standby Equity Purchase Agreement, dated as of March 3, 2025, between the Company and Yorkville shall automatically terminate and be of no further force or effect.

This Report of Foreign Private Issuer on Form 6-K (this “Report”) shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the ADSs or Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

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The ADSs are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(a)(2) of the Securities Act. Yorkville has represented that it is an accredited investor, as that term is defined in Regulation D, and has acquired and will acquire the ADSs for its own account for investment and not with a view toward the resale or distribution thereof.

The foregoing summary of the material terms of the Purchase Agreement is not complete and is qualified in their entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibit 99.1 and 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. 333-271293 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.

Warning Concerning Forward-Looking Statements

This Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon the Company’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward-looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Standby Equity Purchase Agreement, dated as of September 10, 2025, between the Registrant and YA II PN, LTD.

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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: September 11, 2025	By:	/s/ Amir Reichman
		Amir Reichman
		Chief Executive Officer

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FAQ

What did Scinai Immunotherapeutics (SCNI) announce in this 6-K?

Scinai Immunotherapeutics Ltd. entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville) that allows Scinai to sell American Depositary Shares to Yorkville over time for funding, subject to conditions including an effective registration statement.

How much capital can Scinai potentially raise under the Yorkville Standby Equity Purchase Agreement?

Under the Purchase Agreement, Scinai has the right, but not the obligation, to sell up to a total of $15.0 million of its American Depositary Shares to Yorkville through multiple Advances during the 36 months following execution.

How is the price per ADS determined for Scinais sales to Yorkville?

Any ADSs sold to Yorkville will be priced at 97% of the lowest of the three daily volume-weighted average prices of the ADSs during the three consecutive trading days that begin on the trading day Scinai delivers an Advance Notice, and Scinai may also specify a minimum acceptable price per ADS for each Advance.

What is the 9.99% beneficial ownership cap for Yorkville in the Scinai agreement?

Yorkville is not obligated to purchase ADSs if doing so would cause Yorkville and its affiliates, when aggregated, to beneficially own more than 9.99% of the then-outstanding voting power or number of Scinais ordinary shares.

What commitment fee is Scinai paying to Yorkville for this standby equity facility?

Scinai agreed to pay a $108,000 commitment fee, with 50% paid on or about signing by issuing 35,461 ADSs to Yorkville and 50% paid in cash on the earlier of the first issuance of Advance ADSs or 90 days after the related registration statement is declared effective by the SEC.

What happens to Scinais previous March 3, 2025 standby equity agreement with Yorkville?

Upon the effectiveness of the new registration statement covering ADSs related to this Purchase Agreement, the existing Standby Equity Purchase Agreement dated March 3, 2025 between Scinai and Yorkville will automatically terminate and have no further force or effect.

Under what legal exemption are Scinais ADSs being offered to Yorkville?

The ADSs are being offered and sold to Yorkville pursuant to an exemption from registration under the U.S. Securities Act of 1933, specifically Section 4(a)(2), and Yorkville has represented that it is an accredited investor acquiring the ADSs for investment for its own account.