Scinai clarifies chairman term in AGM proxy

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.

Rhea-AI Filing Summary

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.

Key Figures

Annual meeting date: June 16, 2026 Commission file number: 001-37353

2 metrics

Annual meeting date June 16, 2026 Scheduled date of Annual General Meeting of Shareholders

Commission file number 001-37353 Exchange Act registration reference

Key Terms

Form 6-K, Annual General Meeting of Shareholders, Proxy Statement, Services Agreement, +2 more

6 terms

Form 6-K regulatory

"Scinai Immunotherapeutics Ltd. filed a Form 6-K to clarify language"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Annual General Meeting of Shareholders regulatory

"in connection with the Company’s Annual General Meeting of Shareholders"

Proxy Statement regulatory

"a Form 6-K containing a Notice and Proxy Statement in connection"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Services Agreement financial

"extension of the term of the Services Agreement with Mr. Mark Germain"

Registration Statements on Form S-8 regulatory

"incorporated by reference into the registrant’s Registration Statements on Form S-8"

Registration Statements on Form F-3 regulatory

"and Form F-3 (File Nos. 333-295698, 333-274078 and 333-276767)"

FAQ

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

What is Scinai Immunotherapeutics (SCNI) clarifying in this Form 6-K?

Scinai is clarifying how long Chairman Mark Germain’s director term lasts. The proxy mistakenly tied it to the second anniversary of the 2026 meeting; the term actually runs until the second annual meeting of shareholders after that meeting.

How does the clarification affect Proposal No. 6 for SCNI shareholders?

Proposal No. 6 concerns extending Mark Germain’s Services Agreement. If shareholders approve it, the agreement will now clearly expire when his director term ends, at the second annual shareholders meeting following the June 16, 2026 meeting.

When is Scinai Immunotherapeutics’ 2026 Annual General Meeting scheduled?

The Annual General Meeting of Shareholders is scheduled for June 16, 2026. This meeting is the reference point for determining Chairman Mark Germain’s director term and the expiration timing of his Services Agreement if Proposal No. 6 receives shareholder approval.

Does this Form 6-K change any of Scinai’s existing registration statements?

The Form 6-K is incorporated by reference into Scinai’s existing Form S-8 and Form F-3 registration statements. It becomes part of those registration statements from the submission date, unless later filings or documents supersede the information it contains.

Who is affected by the clarified Services Agreement at Scinai Immunotherapeutics?

The clarification directly concerns Chairman of the Board Mark Germain. It confirms that his Services Agreement, if extended under Proposal No. 6, will expire when his director term ends at the second annual shareholders meeting after June 16, 2026.

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

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Accepted by SEC EDGAR 06/08/2026 - 12:57 PM 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 June 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 ☐

NOTICE TO SHAREHOLDERS REGARDING PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

SCHEDULED FOR JUNE 16, 2026

On May 12, 2026, Scinai Immunotherapeutics Ltd. (the “Company”) furnished to the Securities and Exchange Commission a Form 6-K containing a Notice and Proxy Statement in connection with the Company’s Annual General Meeting of Shareholders (the “Meeting”), scheduled for June 16, 2026 (the “Proxy Statement”). Proposal No. 6 in the Proxy Statement relates to the extension of the term of the Services Agreement with Mr. Mark Germain, the Company’s Chairman of the Board.

The Proxy Statement provides that the Services Agreement would expire upon the expiration of the current term of service of Mr. Germain as a director. The Proxy Statement inadvertently refers to the expiration of Mr. Germain’s current term of service as a director as being the second anniversary of the Meeting. For the sake of clarity, Mr. Germain’s term of service as a director, as previously approved by the Company’s shareholders, is until the second annual meeting of shareholders after the Meeting, and, if Proposal No. 6 is approved, the extended Services Agreement would expire at that time.

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: June 8, 2026	By:	/s/ Amir Reichman
		Amir Reichman
		Chief Executive Officer

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