Scinai (NASDAQ: SCNI) turns to reverse split to chase Nasdaq $1 minimum

Rhea-AI Filing Summary

Scinai Immunotherapeutics Ltd. (SCNI) is changing the ratio of its American Depositary Shares (ADSs) to ordinary shares, effective August 21, 2026. Each ADS will represent 40,000 ordinary shares, instead of 4,000, which has the same effect as a one-for-ten reverse split of the ADSs.

SCNI’s ADSs are expected to begin trading on the Nasdaq Capital Market on an adjusted basis on August 21, 2026, continuing under the symbol SCNI with a new CUSIP 09073Q402. Holders do not need to take action; fractional ADS entitlements will be aggregated and sold, with net cash proceeds distributed by the depositary. The stated objective is to increase the per-ADS trading price and seek compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per ADS, although the company notes there is no assurance this change will restore or maintain compliance.

Positive

• None.

Negative

• Non-compliance risk with Nasdaq minimum bid rule: The ADS ratio change aims to help meet Nasdaq Listing Rule 5550(a)(2), indicating the ADS price has been below the required $1.00 bid level and listing status is at risk.

Key Figures

New ADS-to-share ratio: 1 ADS = 40,000 ordinary shares Old ADS-to-share ratio: 1 ADS = 4,000 ordinary shares Effective reverse split: One-for-ten +2 more

5 metrics

New ADS-to-share ratio 1 ADS = 40,000 ordinary shares Effective August 21, 2026

Old ADS-to-share ratio 1 ADS = 4,000 ordinary shares Prior to August 21, 2026 ADS Ratio Change

Effective reverse split One-for-ten Effect of ADS Ratio Change on ADSs

Nasdaq minimum bid requirement $1.00 per ADS Nasdaq Listing Rule 5550(a)(2) for continued listing

Effective date of adjusted trading August 21, 2026 Date ADSs expected to begin trading on adjusted basis

Key Terms

American Depositary Shares, reverse split, fractional entitlements, Nasdaq Listing Rule 5550(a)(2)

4 terms

American Depositary Shares financial

"the ratio of its American Depositary Shares (“ADSs”) to its non-traded ordinary shares"

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.

reverse split financial

"will have the same effect as a one-for-ten reverse split of the ADSs"

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

fractional entitlements financial

"fractional entitlements to new ADSs will be aggregated and the depositary bank will attempt to sell"

Fractional entitlements occur when a corporate action (like a dividend, stock split, rights offering or consolidation) would give a shareholder a non-whole share or security — for example, 0.5 of a share. Companies typically settle these fractions by paying a small cash amount or rounding up/down, and this matters to investors because it changes cash balances, can slightly alter ownership percentages, and may have small tax and record-keeping implications, much like receiving change after splitting a bill.

Nasdaq Listing Rule 5550(a)(2) regulatory

"regaining compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price"

FAQ

What ADS ratio change did Scinai Immunotherapeutics (SCNI) announce?

Scinai is changing its ADS ratio so that one ADS represents 40,000 ordinary shares, up from 4,000. This is economically equivalent to a one-for-ten reverse split of the ADSs and will adjust the trading price per ADS accordingly.

When will SCNI’s ADS ratio change take effect and on which market will it trade?

The ADS ratio change becomes effective August 21, 2026. SCNI’s ADSs are expected to begin trading on an adjusted basis that day on the Nasdaq Capital Market, continuing under the symbol SCNI with a new CUSIP 09073Q402.

How does the ADS ratio change affect Scinai Immunotherapeutics (SCNI) shareholders?

For ADS holders, the change functions as a one-for-ten reverse split: each 10 existing ADSs will effectively become 1 new ADS. Fractional ADS entitlements will be aggregated and sold, with net cash proceeds distributed to affected ADS holders.

Why is Scinai Immunotherapeutics (SCNI) implementing the ADS ratio change?

Scinai states the purpose is to increase the per-ADS trading price and seek compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per ADS for continued Nasdaq Capital Market listing.

Will the ADS ratio change guarantee SCNI keeps its Nasdaq listing?

No. Scinai explicitly notes there can be no assurance that the ADS ratio change will enable it to regain or maintain compliance with Nasdaq’s continued-listing requirements, including the minimum bid price rule.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/19/2026 - 09:25 AM Accepted by SEC EDGAR 08/19/2026 - 09:25 AM Learn about SEC filing dates

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 August 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 ☐

ADS Ratio Change

On August 19, 2026, Scinai Immunotherapeutics Ltd. (the “Company”) announced that, effective August 21, 2026, the ratio of its American Depositary Shares (“ADSs”) to its non-traded ordinary shares will change from the current ratio of one (1) ADS representing four thousand (4,000) ordinary shares to a new ratio of one (1) ADS representing forty thousand (40,000) ordinary shares (the “ADS Ratio Change”).

For holders of the Company’s ADSs, the ADS Ratio Change will have the same effect as a one-for-ten reverse split of the ADSs.

The Company’s ADSs are expected to begin trading on the Nasdaq Capital Market on an adjusted basis at the opening of trading on August 21, 2026, and will continue to trade under the symbol “SCNI.” The new CUSIP number for the ADSs will be 09073Q402.

No action is required by the holders of the ADSs to affect the ADS Ratio Change, and no fractional new ADSs will be issued in connection with the change in ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and the depositary bank will attempt to sell them with the net cash proceeds from the sale of the fractional ADS entitlements to be distributed to the applicable ADS holders by the depositary bank.

The Company is implementing the ADS Ratio Change with the objective of increasing the per-ADS trading price and regaining compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per ADS for continued listing on the Nasdaq Capital Market. There can be no assurance that the ADS Ratio Change will enable the Company to regain or maintain compliance with Nasdaq’s continued-listing requirements.

This Report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File Nos. 333-291460, 333-271293 and 333-239344) and Form F-3 (File Nos. 333-295698, 333-274078 and 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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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: August 19, 2026	By:	/s/ Amir Reichman
		Amir Reichman
		Chief Executive Officer

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