Scinai expects about $4M from offering and warrant deal
Expected gross proceeds of approximately $4.0 million exclude future proceeds from exercising the newly issued warrants.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Scinai Immunotherapeutics Ltd. (SCNI) entered into agreements on October 13, 2026, for a private placement involving 2,458,334 ADSs or pre-funded warrants in lieu, plus Series A-1 warrants for up to 3,687,501 ADSs. Each ADS represents 40,000 ordinary shares. The combined price is $1.20 per ADS and accompanying warrants, or $1.1999 per pre-funded warrant; Series A-1 warrants are immediately exercisable at $1.20 for five years.
An inducement agreement provides for immediate cash exercise of existing warrants for 879,194 ADSs at a reduced $1.20 per ADS; the investor is to receive new unregistered warrants for up to 1,318,791 ADSs. Gross proceeds from both transactions are expected to be approximately $4.0 million before fees and expenses, excluding future proceeds from exercising newly issued warrants. Closing is expected on or about October 15, 2026, subject to customary conditions.
Scinai plans to use net proceeds with existing cash for CDMO expansion, customer programs and selective immunotherapy-pipeline investment. It must file a resale registration statement within 15 calendar days of October 15, 2026, and use commercially reasonable efforts to obtain effectiveness within 60 calendar days, or 90 calendar days if the SEC elects review. Warrant exercise is subject to a 4.99% beneficial-ownership cap.
Filing Explained
A newly disclosed placement-agent warrant creates potential dilution; Scinai also agreed to agent fees and temporary restrictions on specified securities activity.
The company reports it issued its placement agent a warrant for up to 122,917 ADSs at $1.32 per ADS; if exercised, it could add shares and reduce existing holders’ percentage ownership, absent offsetting changes.
Scinai also agreed to pay the agent up to 7% of gross proceeds from the private placement and warrant inducement, plus reimbursement of transaction expenses up to $75,000.
For 60 days after the resale registration statement becomes effective, Scinai agreed not to issue ADSs, ordinary shares or equivalents or file another registration statement, subject to exceptions. For 180 days after that effective date, it agreed not to enter a defined variable-rate transaction, also subject to exceptions.
Key Figures
Key Terms
Pre-Funded Warrants financial
Registration Rights Agreement regulatory
beneficial ownership blockers regulatory
Variable Rate Transaction financial
CDMO technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much gross proceeds does SCNI expect from the transactions?
What securities are included in SCNI's private placement?
What limits exercise of SCNI's warrants?
What fees did SCNI agree to pay its placement agent?
What issuance restrictions apply after SCNI's resale registration becomes effective?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 October 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 October 13, 2026, Scinai Immunotherapeutics Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”) in connection with a private placement (the “Private Placement”) for the offer, issuance and sale of (i) 2,458,334 American Depositary Shares (the “Offering ADSs”), each representing 40,000 ordinary shares, no par value per share of the Company (“ADSs”) or pre-funded warrants (the “Pre-Funded Warrants”) in lieu of Offering ADSs, and (ii) warrants (the “Series A-1 Warrants”, and together with the Pre-Funded Warrants, the “Warrants”) to acquire up to 3,687,501 ADSs in the aggregate (the “Series A-1 Warrant ADSs”, and together with the Offering ADSs and the ADSs issuable upon exercise of the Warrants, the “Securities”), at an exercise price of $1.20 per ADS, exercisable immediately with a term of five years, at a combined purchase price of $1.20 per ADS and accompanying warrants (or $1.1999 per Pre-Funded Warrant after reducing $0.0001 attributable to the exercise price of the Pre-Funded Warrants).
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 underlying 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 underlying 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% 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 an accredited investor 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 Placement Agent for the Company (the “Placement Agent”) in connection with the Private Placement and the Warrant inducement transaction described below. The Company agreed to pay the Placement Agent a cash fee of up to 7.0% of the gross proceeds of the Private Placement and the Inducement Offer (as defined below) and to reimburse the Placement Agent for transaction-expense payments of up to $75,000. The Company also issued to the Placement Agent a warrant to acquire up to 122,917 ADSs at an exercise price per ADS of $1.32 and a term of five years from the initial exercise date.
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 and the Series A-1 Warrants, which are filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, 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 Purchaser 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 October 15, 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 part of a transaction previously reported, on April 27, 2026, the Company issued to the investor unregistered Series A warrants to purchase up to 416,666 ADSs at an exercise price of $4.80 per ADS, Series B warrants to purchase up to 416,666 ADSs at an exercise price of $5.50 per ADS, and inducement warrants to purchase up to 45,862 ADSs at an exercise price of $5.50 per ADS (the “April 2026 Warrants”) (all reflecting a subsequent adjustment to the ADS/Ordinary Shares ratio). On October 13, 2026, the Company entered into a warrant inducement offer letter (the “Inducement Letter”) with an accredited investor to immediately exercise the April 2026 Warrants held by such investor at a reduced exercise price of $1.20 per ADS (the “Inducement Offer”) and the Company issued to the investor additional Series A-1 Warrants to purchase up to of 1,318,791 ADSs, subject to application of applicable beneficial ownership blockers.
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 received aggregate gross proceeds from the Private Placement and the Warrant Inducement of approximately $4.0 million, before deducting fees and expenses, and the closing of the transactions is expected to occur on or about October 15, 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 sixty days (60) 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 one hundred eighty (180) 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 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 4.2, respectively.
On October 14, 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, File No. 333-276767 and File No. 333-295698), 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-1 Warrant | |
| 10.1 | Form of Securities Purchase Agreement, dated as of October 13, 2026, among the Company and the Purchaser identified on the signature page thereto. | |
| 10.2 | Form of Registration Rights Agreement, dated as of October 13, 2026, among the Company and the Purchaser identified on the signature page thereto. | |
| 10.3 | Form of Warrant Inducement Offer Letter | |
| 99.1 | Press Release, dated October 14, 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: October 15, 2026 | By: | /s/ Amir Reichman |
| Amir Reichman | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Scinai Immunotherapeutics Announces $4.0 Million Financing Through a Private Placement and Warrant Inducement
JERUSALEM, October 14, 2026 /PRNewswire/ -- Scinai Immunotherapeutics Ltd. (NASDAQ: SCNI) (“Scinai” or the “Company”), a biopharmaceutical company operating a growing contract development and manufacturing organization (“CDMO”) alongside an immunology-focused therapeutic development platform, today announced that it has entered into a securities purchase agreement with an existing life sciences institutional investor for the purchase and sale of 2,458,334 American Depositary Shares (“ADSs”) (or pre-funded warrants in lieu thereof), each ADS representing 40,000 ordinary shares, together with Series A-1 warrants to purchase up to 3,687,501 ADSs, at an exercise price of $1.20 per ADS, exercisable immediately with a term of five years, at a combined purchase price of $1.20 per ADS and accompanying warrants (or $1.1999 per pre-funded warrant and accompanying warrants). Each pre-funded warrant will have a remaining exercise price of $0.0001 per ADS.
In addition, the Company entered into a warrant inducement agreement with the same investor for the immediate cash exercise of warrants issued in April 2026 to purchase an aggregate of 879,194 ADSs (the “Existing Warrants”) at a reduced exercise price of $1.20 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 Series A-1 warrants to purchase up to 1,318,791 ADSs (the “New Warrants”). The New Warrants will have an exercise price of $1.20 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 expected to be approximately $4.0 million, before deducting placement agent fees and expenses. These proceeds exclude any future proceeds from the exercise of the newly issued Series A-1 warrants. The closing of the transactions is expected to occur on or about October 15, 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 is acting as the sole placement agent for the transactions.
The ADSs issuable upon exercise of the Existing Warrants have been registered for resale pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-295698). The ADSs and warrants offered in the private placement, the New Warrants and the securities underlying those warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The offer and sale of the securities in the private placement and the New Warrants will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, these unregistered securities 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. The Company has agreed to file a registration statement with the SEC to register for resale the ADSs issued in the private placement, the ADSs issuable upon exercise of the pre-funded warrants and New Warrants, and the underlying ordinary shares.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, 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 operating a growing contract development and manufacturing organization alongside an immunology-focused therapeutic development platform.
Through its wholly owned subsidiary, Scinai Biopharma Services Ltd., the Company provides development and manufacturing services to biotechnology and pharmaceutical companies at its facilities in Jerusalem and Yavne, Israel. Scinai also advances its NanoAb platform through research collaboration and license arrangements with the Max Planck Society and University Medical Center Göttingen, both in Germany.
For more information, please visit: www.scinai.com
Company Contacts
Business Development | +972 8 930 2529 | bd@scinai.com
Investor Relations, Allele Capital Partners | Brian DeBeer | +1 (561) 388-8178 | Brian.DeBeer@scinai.com
Forward-Looking Statements
This press release contains forward-looking statements under applicable U.S. securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, statements regarding the timing and completion of the private placement and warrant inducement, the expected gross proceeds, the anticipated use of proceeds and the expected benefits of the financing.
Actual outcomes may differ materially from current expectations. Relevant risks include the risk that one or both transactions may not close on the anticipated terms or timetable, or at all; technical, analytical, manufacturing, quality or regulatory difficulties; delays in equipment, materials or third-party services which can lead to delays in payments; changes in customer requirements or development plans; contractual modification or termination; delayed payments; failure to meet milestones; and differences between anticipated billings, cash collections and recognized revenue. Additional risks include financing requirements, market conditions, competition, geopolitical conditions and the other risks described in the Company’s Annual Report on Form 20-F and subsequent filings with the U.S. Securities and Exchange Commission.
Forward-looking statements reflect expectations as of the date of this release. Scinai undertakes no obligation to update them except as required by law.