Acquisition gain turns loss into profit at Scinai Immunotherapeutics (SCNI)
Rhea-AI Filing Summary
Scinai Immunotherapeutics Ltd. (SCNI) reported results for the six months ended June 30, 2026, showing early scale-up of its CDMO-focused model but continued operating losses. Revenues were $0.95 million, up from $0.77 million a year earlier, driven largely by the February 2026 acquisition of Recipharm Israel Ltd. (now Scinai Biopharma Services Ltd.). The acquired Yavne CDMO business contributed about $0.65 million of revenue but generated a $2.06 million net loss over the partial period.
Cost of revenues rose to $3.32 million, leading to a gross loss of $2.37 million. With R&D expenses of $0.84 million and marketing, general and administrative expenses of $1.40 million, the operating loss reached $4.61 million. A one-time $6.40 million gain from bargain purchase on the Recipharm deal turned the period into a reported net profit of $1.57 million, but the core business remains loss-making.
Total assets increased to $17.18 million, including $2.85 million in cash, cash equivalents and restricted cash. Net cash used in operating activities was $3.92 million, partially offset by $2.64 million of net investing inflows (mainly acquisition cash) and $2.33 million from equity financings, including a $2.6 million ADS and warrant transaction. As of August 16, 2026, Scinai reported Committed Customer Orders of about $3.1 million across its Jerusalem and Yavne facilities and continues to pursue a $5.0 million 2026 CDMO revenue target, while acknowledging it may not be achieved. Management highlights a growing U.S. clinical manufacturing opportunity and ongoing NanoAbs and PC111 development, but also notes that CDMO operations currently run at a loss and that additional funding will be required to support operations and growth.
Positive
- Net profit of $1.57 million for H1 2026 versus a $4.13 million loss in H1 2025, driven mainly by a $6.40 million gain from bargain purchase on the Recipharm Israel acquisition.
- The Recipharm Israel (Yavne) acquisition added $6.40 million of net identifiable assets, including about $2.75 million cash, expanding CDMO capabilities and strengthening the balance sheet.
- Management reports approximately $3.1 million in CDMO Committed Customer Orders as of August 16, 2026, suggesting increasing utilization of the Jerusalem and Yavne facilities.
- Revenues increased to $0.95 million from $0.77 million year over year, reflecting initial revenue contribution from the acquired Yavne CDMO operation.
- Research and development expenses decreased from $1.24 million to $0.84 million, indicating tighter capital allocation to therapeutic programs alongside CDMO expansion.
Negative
- The core business generated an operating loss of $4.61 million in H1 2026 and a gross loss of $2.37 million, as CDMO revenues remain insufficient to cover fixed and semi-fixed costs.
- Net cash used in operating activities was $3.92 million in H1 2026, while cash, cash equivalents and restricted cash totaled only $2.85 million at June 30, 2026, underscoring ongoing liquidity pressure.
- The acquired Yavne CDMO business contributed about $0.65 million of revenue but incurred a $2.06 million net loss from the acquisition date through June 30, 2026, highlighting integration and utilization challenges.
- Management states the CDMO business currently operates at a loss and that the company expects to require additional funding to support operations, CDMO scale-up and R&D activities.
- A revised ~€12 million FENG grant application for PC111 was not successfully submitted due to an administrative error, delaying potential non-dilutive funding and requiring renegotiation of the PinCell option timeline.
Filing Explained
After June 30, 2026, Scinai issued ADSs and received advances, while additional warrants remain capable of creating future shares.
Scinai uses this Form 6-K to furnish interim information and reports post-quarter-end securities activity: 72,300 pre-funded warrants were exercised for 72,300 ADSs, and 35,264 ADSs were issued to YA on August 9, 2026.
A pre-funded warrant converts into shares when exercised, while the filing's new Series A and Series B warrants remain potential future share issuances because they are exercisable immediately and carry two- and five-year terms. The April financing also included 520,833 ADSs and warrants to purchase up to 520,833 ADSs in each series.
The exercised warrants and issued ADSs increase the securities outstanding or potentially outstanding, which reduces existing holders' percentage ownership absent offsetting changes. The filing also says Scinai received approximately
The key resolution point is whether that definitive customer agreement is executed and whether the proposed work packages proceed; the filing states that the amounts and timing of any related revenue cannot yet be determined with certainty.
Key Figures
Key Terms
contract development and manufacturing organization financial
gain from bargain purchase financial
Committed Customer Orders financial
Standby Equity Purchase Agreement financial
cGMP manufacturing technical
Orphan Drug Designation medical
FAQ
How did SCNI perform financially in the first half of 2026?
What impact did the Recipharm Israel acquisition have on SCNI?
What is the liquidity position of SCNI as of June 30, 2026?
How is SCNI’s CDMO segment progressing and what are committed orders?
What is SCNI’s 2026 CDMO revenue target and is it assured?
What is the status of SCNI’s PC111 program and FENG funding effort?
How much debt does SCNI have outstanding to the European Investment Bank?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
Commission File Number:
(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
Attached are the Company’s press release providing a business update for the first half of 2026, condensed interim unaudited financial statements and a summary of its operating and financial review and prospects, each as of June 30, 2026, furnished herewith as Exhibits 99.1, 99.2 and 99.3, respectively
This Report on Form 6-K (including Exhibits 99.1, 99.2 and 99.3) 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.
1
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 24, 2026 | |
| 99.2 | Condensed Consolidated Unaudited Financial Statements as of June 30, 2026 | |
| 99.3 | Operating and Financial Review and Prospects as of June 30, 2026 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
2
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 24, 2026 | By: | /s/ Amir Reichman |
| Amir Reichman | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
Scinai Reports First Half 2026 Corporate Highlights and Results with Spotlight on Growing CDMO Momentum
Investor webinar scheduled for August 26, 2026 at 11:00 a.m. EDT
JERUSALEM, August 24, 2026 /PRNewswire/ – Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) (“Scinai” or the “Company”), a biopharmaceutical company combining innovative therapeutic development with a revenue-generating contract development and manufacturing organization (“CDMO”), today provided a corporate update and reported financial results for the six months ended June 30, 2026.
Corporate Highlights
| ● | Committed Customer Orders1 reached approximately $3.1 million as of August 16, 2026, of which approximately $2.1 million had been invoiced. |
| ● | The Company is progressing an expanded clinical manufacturing and CMC program for a U.S.-based biopharmaceutical company building on an existing contractual relationship and prior work performed through the customer’s affiliate. |
| ● | Approximately $650 thousand in cash payments and advances have been received in connection with the expanded U.S. program, and substantive activities are underway while the definitive agreement covering the broader scope and commercial terms remains under negotiation. |
| ● | The expanded program is intended to support an investigational drug product toward U.S. IND submission and Phase III clinical development. |
| ● | The Company continues to pursue approximately $5 million in CDMO revenues for 2026 |
First Half 2026 Financial Results
| ● | Revenues increased to $949 thousand, compared with $773 thousand for the six months ended June 30, 2025. The increase was primarily attributable to the inclusion of revenues generated by the acquired Yavne operations from the acquisition date. Revenue recognized during the period reflects only the portion of customer engagements for which the applicable services had been performed and revenue recognition criteria satisfied through June 30, 2026, and does not reflect the full value of signed customer work orders extending beyond the reporting period. |
| ● | Cost of revenues increased to $3.3 million, compared to approximately $2.0 million for the six months ended June 30, 2025, primarily reflecting the expanded cost base of our CDMO business following the acquisition and consolidation of the Yavne operations, including additional personnel, facility, depreciation and other manufacturing-related costs. |
| ● | Gross loss was approximately $2.4 million, compared with approximately $1.3 million in the prior-year period, reflecting the expanded operating cost base of the Company’s CDMO platform while facility utilization continues to increase. |
| ● | Research and development expenses decreased to approximately $0.8 million, compared to approximately $1.2 million for the six months ended June 30, 2025 primarily reflecting a lower level of research and development expenditures during the period and the continuing allocation of resources toward our CDMO activities, partially offset by expenditures associated with our current therapeutic development programs, including the PinCell arrangement and NanoAb activities. |
| ● | Marketing, general and administrative expenses increased to approximately $1.4 million, compared to approximately $1.3 million for the six months ended June 30, 2025 reflecting, among other things, the expanded corporate and administrative requirements associated with the acquisition and integration of the Yavne operations and operation of the enlarged group structure. |
| ● | Operating loss was approximately $4.6 million, compared with approximately $3.8 million for the first half of 2025. |
| ● | Net income was approximately $1.6 million, compared with a net loss of approximately $4.1 million in the prior-year period, primarily reflecting an approximately $6.4 million bargain purchase gain associated with the acquisition of Recipharm Israel. The bargain purchase gain does not represent operating revenue or operating cash flow. |
| ● | Net cash used in operating activities was approximately $3.9 million, compared with approximately $2.6 million in the first half of 2025. |
| ● | Cash, cash equivalents and restricted cash totaled approximately $2.9 million as of June 30, 2026, and shareholders’ equity was approximately $11.7 million. At the closing of the acquisition, Recipharm Israel held approximately €2.0 million in cash, alongside funds for certain pre-closing expenses and liabilities. The acquired cash contributed to the Company’s post-acquisition liquidity position. |
CEO Commentary
Amir Reichman, Chief Executive Officer of Scinai, commented:
“The first half of 2026 was focused on expanding and integrating our CDMO platform. As we move through the second half of the year, our focus is increasingly on commercial execution, increasing facility utilization and converting the capabilities we have built into revenue.
We are particularly encouraged by the expansion of an existing U.S. customer engagement from an initial feasibility and cGMP-readiness project into a broader proposed clinical manufacturing and CMC program designed to support a planned U.S. IND submission and Phase III clinical development with potential future expansion into commercial manufacturing. We have already received approximately $650 thousand in cash payments and advances and commenced substantive activities while the definitive agreement covering the expanded scope and commercial terms is being negotiated.
We believe this opportunity is significant not only because of its potential financial contribution, but also because successful execution would demonstrate our ability to support an advanced U.S. clinical development program through CMC development, manufacturing readiness and clinical cGMP manufacturing.
Our priorities for the remainder of 2026 are clear: execute our existing customer programs, convert our commercial pipeline into revenue, increase utilization of our Jerusalem and Yavne facilities, progress this significant U.S. opportunity and continue advancing our therapeutic programs with disciplined capital allocation.”
2
R&D Update
Scinai continues to pursue a capital-efficient development strategy focused on PC111 and its NanoAbs platform.
For PC111, the Company is evaluating its funding and development path, including potential participation in a future Polish FENG funding round, and is in discussions with PinCell regarding a potential extension of the existing option arrangement.
For the NanoAbs platform, Scinai continues to prioritize its systemic IL-17 bispecific antibody program and its research collaboration and license arrangements with the Max Planck Society and University Medical Center Göttingen.
Investor Webinar
Scinai will provide additional perspective on the expanded U.S. clinical manufacturing opportunity, its broader CDMO commercial pipeline, progress across its R&D programs, including PC111 and the NanoAbs platform, and its strategic priorities for the remainder of 2026 during an investor webinar on August 26, 2026 at 11:00 a.m. EDT.
Investors and other interested parties are invited to register here: LINK
The webinar will include a management presentation followed by a question-and-answer session.
About Scinai Immunotherapeutics
Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) is a biopharmaceutical company focused on the development of innovative immunology therapies and the operation of a contract development and manufacturing organization.
The Company is advancing therapeutic programs based on technology licensed from the Max Planck Society and pursuant to its option arrangement with PinCell S.r.l.
Scinai also owns Scinai Biopharma Services Ltd., a CDMO providing development and manufacturing services to biotechnology and pharmaceutical companies through facilities in Jerusalem and Yavne, Israel.
For more information, please visit www.scinai.com.
Company Contacts
Business Development | +972 8 930 2529 | bd@scinai.com
Investor Relations, Allele Capital Partners | +1 978 857 5075 | aeriksen@allelecapital.com
| (1) | Committed Customer Orders |
We define “committed customer orders” as the aggregate value of signed customer purchase orders for specified CDMO services under existing contractual arrangements, whether or not such amounts have been invoiced. Management uses committed customer orders as an indicator of committed commercial activity and anticipated CDMO utilization, and we believe this measure provides investors with useful information regarding the value of customer-authorized projects undersigned purchase orders. Committed customer orders are presented for supplemental informational purposes only and are not intended as a substitute for GAAP financial measures. Although customer purchase orders are generally non-cancellable, committed customer orders should not be interpreted as an indication of future revenue or cash receipts. The timing and amount of revenue recognition and cash payments depend on various factors, including performance of the applicable services, achievement of contractual milestones and satisfaction of the relevant accounting criteria. Projects may also be delayed, modified or remain open for extended periods.
3
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements include, among other things, statements regarding the growth of the Company’s CDMO business; Committed Customer Orders; future and expansion of existing customer engagements and business-development opportunities; utilization of the Jerusalem and Yavne facilities.
These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, risks that the Company will be unable to execute customer projects and convert commercial opportunities into recognized revenue and cash flow; that the contemplated expanded clinical manufacturing and CMC program for a U.S.-based biopharmaceutical company will not be an beneficial to the Company as anticipated, will not occur or will be delayed; that the Company will not successfully negotiate and execute definitive customer agreements; that the Company will not successfully perform development, scale-up and cGMP manufacturing activities; that the Company will not increase facility utilization, attract and retain customers and partners; that the Company will not achieve its revenue targets; that the Company will not successfully advance its PC111 and the NanoAbs platform; that the Company will not succeed in obtaining potential non-dilutive funding from its grant applications; that the Company will be unable to obtain sufficient financing or non-dilutive funding; and that the Company will be unable to regain and maintain compliance with Nasdaq’s continued-listing requirements. Additional risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission.
Forward-looking statements speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.
4
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 2,654 | $ | 1,661 | ||||
| Restricted cash | 199 | 150 | ||||||
| Prepaid expenses and other receivables | 561 | 170 | ||||||
| Trade receivables | 74 | 73 | ||||||
| Total current assets | 3,488 | 2,054 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Property, plant and equipment, net | 10,711 | 7,793 | ||||||
| Operating lease right-of-use assets | 2,976 | 1,779 | ||||||
| Total non-current assets | 13,687 | 9,572 | ||||||
| Total assets | $ | 17,175 | $ | 11,626 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| LIABILITIES NET OF CAPITAL DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | 844 | $ | 407 | ||||
| Operating lease liabilities | 369 | 329 | ||||||
| Other payables | 1,019 | 849 | ||||||
| Total current liabilities | 2,232 | 1,585 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Loan from others | 285 | 294 | ||||||
| Non-current operating lease liabilities | 2,926 | 1,644 | ||||||
| Total non-current liabilities | 3,211 | 1,938 | ||||||
| CONTINGENT LIABILITIES AND COMMITMENTS | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares of no par value: Authorized: 1,600,000,000,000 shares at June 30, 2026 and at December 31, 2025; Issued and outstanding 22,800,887,584, shares at June 30, 2026 and 13,872,899,584 shares at December 31, 2025 | - | |||||||
| Preferred shares, no par value; Authorized: 1,000 shares at June 30, 2026 and 1,000 shares at December 31, 2025 (redemption amount of $34,000); Issued and outstanding: 1,000 shares at June 30, 2026 and 1,000 shares at December 31, 2025. | 5,627 | 5,627 | ||||||
| Additional paid-in capital | 132,516 | 130,062 | ||||||
| Accumulated deficit | (124,272 | ) | (125,846 | ) | ||||
| Accumulated other comprehensive loss | (2,139 | ) | (1,740 | ) | ||||
| Total shareholders’ equity | 11,732 | 8,103 | ||||||
| Total liabilities and shareholders’ equity | $ | 17,175 | $ | 11,626 | ||||
6
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share data)
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | 949 | 773 | ||||||
| Cost of revenues | $ | (3,319 | ) | $ | (2,043 | ) | ||
| Gross profit (loss) | (2,370 | ) | (1,270 | ) | ||||
| Research and development expenses, net | (839 | ) | (1,237 | ) | ||||
| Marketing, general, and administrative expenses | (1,404 | ) | (1,256 | ) | ||||
| Total operating expenses | (2,243 | ) | (2,493 | ) | ||||
| Total operating profit (loss) | (4,613 | ) | (3,763 | ) | ||||
| Gain from bargain purchase | 6,401 | - | ||||||
| Total Financial Income (Expenses) net, | (214 | ) | (371 | ) | ||||
| Net profit (loss) | $ | 1,574 | $ | (4,134 | ) | |||
| Net loss per share attributable to ordinary shareholders, basic and diluted | (* | ) | (* | ) | ||||
| Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted | 30,189,667,540 | 6,364,731,650 | ||||||
| * | Less than $0.01 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share data)
| For the six months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Net profit (loss) | $ | 1,574 | $ | (4,134 | ) | |||
| Other comprehensive income: | ||||||||
| Foreign currency translation adjustments | (399 | ) | - | |||||
| Total comprehensive profit (loss) | 1,175 | $ | (4,134 | ) | ||||
8
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
| Ordinary shares | Preferred shares | Additional paid-in | Accumulated comprehensive | Accumulated equity | Total | |||||||||||||||||||||||||||
| Number | Amount | Number | Amount | capital | loss | (deficit) | (deficit) | |||||||||||||||||||||||||
| Balance as of January 1, 2026 | 13,872,899,584 | - | 1,000 | $ | 5,627 | 130,062 | (1,740 | ) | (125,846 | ) | 8,103 | |||||||||||||||||||||
| Vested RSU’s | 279,100,000 | - | - | - | - | - | - | |||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | 128 | - | 128 | |||||||||||||||||||||||||
| Issuance of pre-funded warrants, net of issuance costs | 8,598,960,000 | 2,321 | 2,321 | |||||||||||||||||||||||||||||
| Cumulative translation adjustment | (399 | ) | (399 | ) | ||||||||||||||||||||||||||||
| Issuance of ordinary shares | 49,928,000 | - | - | - | 5 | - | 5 | |||||||||||||||||||||||||
| Net profit (loss) | - | - | - | - | - | - | 1,574 | 1,574 | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | 22,800,887,584 | - | 1,000 | 5,627 | 132,516 | (2,139 | ) | (124,272 | ) | 11,732 | ||||||||||||||||||||||
| * | Ordinary shares have no par value |
| Ordinary shares | Preferred shares | Additional paid-in | Accumulated Comprehensive | Accumulated equity | Total shareholders’ equity | |||||||||||||||||||||||||||
| Number | Amount | Number | Amount | capital | loss | (deficit) | (deficit) | |||||||||||||||||||||||||
| Balance as of January 1, 2025 | 3,411,983,584 | * | 1,000 | $ | 5,627 | $ | 123,629 | $ | (1,740 | ) | $ | (117,539 | ) | $ | 9,977 | |||||||||||||||||
| Vested RSU’s | 32,816,000 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Share-based compensation | 270 | 270 | ||||||||||||||||||||||||||||||
| Exercise of prefunded warrants | 322,944,000 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Issuance of ordinary shares | 2,288,880,000 | - | - | - | $ | 1,745 | - | - | $ | 1,745 | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (4,134 | ) | (4,134 | ) | ||||||||||||||||||||||
| Balance as of June 30, 2025 | 6,056,623,584 | - | 1,000 | $ | 5,627 | $ | 125,644 | $ | (1,740 | ) | $ | (121,673 | ) | $ | 7,858 | |||||||||||||||||
9
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net profit (loss) | $ | 1,574 | $ | (4,134 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property, plant and equipment | 1,039 | 704 | ||||||
| Financial expense (income) related to loan from others | (9 | ) | 33 | |||||
| Share-based compensation | 128 | 270 | ||||||
| Decrease (increase) in trade receivables | 129 | (56 | ) | |||||
| Gain from bargain purchase | (6,401 | ) | - | |||||
| Decrease (increase) in other receivables | (233 | ) | (23 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (226 | ) | (42 | ) | ||||
| SEPA commitment fees | 164 | |||||||
| Changes in operating lease right-of-use assets | 117 | 31 | ||||||
| Increase in trade payables | 264 | 283 | ||||||
| Changes in operating lease liabilities | (117 | ) | 237 | |||||
| Increase (decrease) in other payables | (185 | ) | (42 | ) | ||||
| Net cash used in operating activities | (3,920 | ) | (2,575 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | (115 | ) | (12 | ) | ||||
| Cash received in business combination | 2,751 | - | ||||||
| Net cash used in investing activities | $ | 2,636 | $ | (12 | ) | |||
10
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary shares for SEPA holders, net | 5 | 1,581 | ||||||
| Proceeds pre-funded warrants for PIPE holders, net | 2,321 | |||||||
| Net cash provided by financing activities | 2,326 | 1,581 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | - | 42 | ||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 1,042 | (964 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,811 | 2,095 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 2,853 | 1,131 | |||||
| Non-cash transactions: | ||||||||
| Shares issued for SEPA financing agreement | $ | 6 | 100 | |||||
| Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | 2,654 | 989 | |||||
| Restricted cash | 199 | 142 | ||||||
| Cash, cash equivalents and restricted cash | $ | 2,853 | 1,131 | |||||
11
Exhibit 99.2
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Prepaid expenses and other receivables | ||||||||
| Trade receivables | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| LIABILITIES NET OF CAPITAL DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Loan from others | ||||||||
| Non-current operating lease liabilities | ||||||||
| Total non-current liabilities | ||||||||
| CONTINGENT LIABILITIES AND COMMITMENTS | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares of par value: Authorized: | ||||||||
| Preferred shares, par value; Authorized: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
2
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share data)
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Cost of revenues | $ | ( | ) | $ | ( | ) | ||
| Gross profit (loss) | ( | ) | ( | ) | ||||
| Research and development expenses, net | ( | ) | ( | ) | ||||
| Marketing, general, and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Total operating profit (loss) | ( | ) | ( | ) | ||||
| Gain from bargain purchase | ||||||||
| Total Financial Income (Expenses) net, | ( | ) | ( | ) | ||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Net loss per share attributable to ordinary shareholders, basic and diluted | ( | ) | ) | |||||
| Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted | ||||||||
| * |
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share data)
| For the six months ended June 30 |
||||||||
| 2026 | 2025 | |||||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Other comprehensive income: | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Total comprehensive profit (loss) | $ | ( | ) | |||||
4
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
| Ordinary shares | Preferred shares | Additional paid-in |
Accumulated comprehensive |
Accumulated equity |
Total shareholders’ equity |
|||||||||||||||||||||||||||
| Number | Amount | Number | Amount | capital | loss | (deficit) | (deficit) | |||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Vested RSU’s | - | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants, net of issuance costs | ||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||||||||||
| Net profit (loss) | - | - | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| * |
| Ordinary shares | Preferred shares | Additional
paid-in |
Accumulated comprehensive |
Accumulated
equity |
Total
shareholders’ equity |
|||||||||||||||||||||||||||
| Number | Amount | Number | Amount | capital | loss | (deficit) | (deficit) | |||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Vested RSU’s | - | |||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Exercise of prefunded warrants | - | |||||||||||||||||||||||||||||||
| Issuance of ordinary shares | - | $ | $ | |||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
5
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Financial expense (income) related to loan from others | ( | ) | ||||||
| Share-based compensation | ||||||||
| Decrease (increase) in trade receivables | ( | ) | ||||||
| Gain from bargain purchase | ( | ) | ||||||
| Decrease (increase) in other receivables | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| SEPA commitment fees | ||||||||
| Changes in operating lease right-of-use assets | ||||||||
| Increase in trade payables | ||||||||
| Changes in operating lease liabilities | ( | ) | ||||||
| Increase (decrease) in other payables | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Cash received in business combination | ||||||||
| Net cash used in investing activities | $ | $ | ( | ) | ||||
6
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary shares for SEPA holders, net | ||||||||
| Proceeds pre-funded warrants for PIPE holders, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | |||||||
| Non-cash transactions: | ||||||||
| Shares issued for SEPA financing agreement | $ | |||||||
| Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | |||||||
| Restricted cash | ||||||||
| Cash, cash equivalents and restricted cash | $ | |||||||
7
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 1:- GENERAL
| a. | Scinai Immunotherapeutics Ltd. (the “Company”) is a biopharmaceutical company with two complementary business activities: (i) research and development focused on innovative therapeutics in inflammation and immunology; and (ii) a contract development and manufacturing organization (“CDMO”) business operated through its wholly owned subsidiary, Scinai Biopharma Services Ltd. |
The Company’s R&D activities are focused primarily on two areas: (i) the development of therapeutic candidates based on its NanoAb (VHH antibody fragment) platform, including programs conducted in collaboration with the Max Planck Society (“MPG”), including the Max Planck Institute for Multidisciplinary Sciences, and the University Medical Center Göttingen (“UMG”), both located in Germany; and (ii) the advancement of PC111, a fully human monoclonal antibody targeting soluble Fas Ligand for the treatment of severe dermatological conditions, pursuant to the Company’s option agreement relating to PinCell S.r.l. The Company advances its therapeutic programs through the pre-clinical and clinical development stages required for regulatory approval, subject to available funding and applicable contractual arrangements.
The Company’s CDMO business provides development and manufacturing services to biotechnology and pharmaceutical companies, supporting programs from early-stage development through clinical-stage manufacturing. Following the acquisition of Recipharm Israel Ltd. in February 2026, the CDMO business operates through facilities in Jerusalem and Yavne, Israel. The Jerusalem facility is focused primarily on early-stage development, analytics, biologics manufacturing and aseptic processing, while the Yavne facility provides early chemistry development and cGMP manufacturing of active pharmaceutical ingredients (“APIs”) for clinical trials supplies.
The Company was incorporated on
On April 6, 2026, the Company announced the completion of a strategic corporate reorganization establishing a dedicated CDMO platform alongside a streamlined R&D organization, representing a structural transformation of the Company’s operating model, designed to enhance capital efficiency, improve operational focus and position each business to independently create and capture value. As part of the corporate reorganization designed to consolidate the Company’s CDMO activities, the Company transferred all CDMO-related operations, including the related employees, operating activities, equipment, contracts, and other operational assets and liabilities associated with the CDMO business, to Scinai Biopharma Services Ltd. establishing it as the Company’s dedicated CDMO subsidiary, operating as a fully integrated, privately held CDMO platform, wholly owned by the Company.
| b. | Regional hostilities and geopolitical tensions in the Middle East continue to create uncertainty and may adversely affect the Company’s operations, workforce availability, supply chain, ability to raise capital and overall business environment |
| c. | On March 23, 2022, the Company entered into a Research Collaboration Agreement (“RCA”) with MPG and UMG with an initial term of five years. The agreement covers the discovery, selection, and characterization of nanoAbs (single domain VHH antibody fragments) directed at several molecular targets implicated in diseases where the Company believes there is significant unmet need. The Company aims to address these unmet needs by harnessing the unique attributes of nanoAbs, such as their strong binding affinity, stability at elevated temperatures, and ability to support more effective and convenient routes of administration. The molecular targets and related diseases were identified through a consulting project with the global healthcare management firm L.E.K., and they correspond to validated targets of currently marketed monoclonal antibodies for conditions such as psoriasis, asthma, macular degeneration, and psoriatic arthritis. Under the RCA, the Company holds an exclusive option to enter into a license agreement with MPG and UMG for the development and commercialization of each of the nanoAbs covered by the collaboration. |
| d. | On June 5, 2023, the Company announced that as part of our ongoing broad-based collaboration with the Max Planck Society and the University Medical Center Gottingen (UMG), we signed an exclusive worldwide license agreement to develop and commercialize VHH antibodies (NanoAbs) targeting Interleukin-17 (IL-17) as treatments for all potential indications, starting with psoriasis and psoriatic arthritis. |
8
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 1:- GENERAL (Cont.)
| e. | On September 6, 2023, the Company launched its CDMO business, Scinai Biopharma Services, focused on providing development and manufacturing services to the biotechnology industry, including GMP manufacturing for clinical trials. Since its establishment, the CDMO business has engaged with multiple customers and developed a growing client pipeline primarily in Israel and the United States. The CDMO business is still in the early stages of growth, and its continued success depends on securing additional customers and the Company’s ability to finance its operations. In March 2026, an impairment analysis of the CDMO facility was performed in accordance with ASC 360, which concluded that the carrying value of the facility was recoverable and no impairment was required. |
| f. | On March 24, 2025, the company acquired a Polish shell company without any operations or net assets, Scinai Immunotherapeutics Spółka z ograniczoną odpowiedzialnością, for total consideration of $ |
| g. | On March 27, 2025, the Company entered into a binding option agreement with the shareholders of PinCell S.r.l. (“PinCell”), pursuant to which the Company obtained an exclusive and irrevocable option to acquire |
| h. | Under the terms of the option agreement, the Company was granted the right to acquire |
| i. | On September 11, 2025, following the rejection of the initial grant application and while an appeal was pending, the parties entered into a first amendment to the option agreement, pursuant to which the deadline for fulfillment of the option conditions was extended to February 28, 2026 and the deadline for exercise of the option was extended to March 31, 2026. The appeal was subsequently rejected in November 2025. |
| j. | On February 27, 2026, the Company entered into a second amendment to the option agreement. The amendment extended the deadline for satisfaction of the option conditions to August 31, 2026 and the option exercise date to September 30, 2026. In addition, the Company agreed to make monthly payments of approximately € |
| k. | Following the rejection of the initial grant application and subsequent appeal, during the first half of 2026 the Company and its external grant consultant prepared a revised application under the FENG program seeking approximately € |
| l. | Subsequent to June 30, 2026, the Company became aware that, due to an administrative error by the external grant consultant, the revised application had not been successfully submitted by the applicable deadline. As a result, no award decision will be received in respect of that application. The Company and PinCell intend to pursue resubmission of the application in the next eligible FENG funding round. |
9
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 1:- GENERAL (Cont.)
Following this development, the Company and PinCell are discussing a further amendment to the option agreement to extend the option period in light of the revised anticipated grant and development timeline. The proposed amendment is expected to address the duration of the extension and certain related funding and other commercial terms. The parties have not yet finalized such amendment, and there can be no assurance as to whether or when an amendment will be entered into or as to its final terms.
| m. | On March 3, 2025, the Company entered into a Standby Equity Purchase Agreement (the “March 2025 SEPA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company had the right, but not the obligation, to sell to YA, from time to time and subject to the terms and conditions of the agreement, up to $ |
During 2025, the Company completed multiple drawdowns under the March 2025 SEPA, receiving aggregate gross proceeds of approximately $
| n. | The March 2025 SEPA was subsequently automatically terminated upon the effectiveness of the registration statement relating to the September 2025 SEPA described below, other than certain provisions that survived termination. On September 10, 2025, the Company entered into a new Standby Equity Purchase Agreement (the “September 2025 SEPA”) with YA, pursuant to which the Company has the right, but not the obligation, to sell to YA, from time to time during the 36-month term of the agreement and subject to its terms and conditions, up to $ |
Under the September 2025 SEPA, ADSs sold pursuant to an Advance are generally purchased by YA at a price equal to
| o. | As consideration for YA’s commitment, the Company agreed to pay a commitment fee of $ |
| p. | On February 16, 2026, the Company entered into a Share Purchase Agreement (the “SPA”) with Recipharm AB, Recipharm Israel Ltd. and certain minority shareholders (collectively, the “Sellers”), pursuant to which the Company acquired |
| q. | The transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company included the financial position of the Subsidiary in its condensed consolidated balance sheet as of June 30, 2026, and the results of operations of the Subsidiary from the acquisition date through June 30, 2026 in its condensed consolidated statements of operations. |
10
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 1:- GENERAL (Cont.)
| r. | The Company has performed a preliminary purchase price allocation (“PPA”) associated with the acquisition based on management’s valuation analyses and estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. Management reassessed the identification and measurement of all assets acquired and liabilities assumed as well as the procedures used to determine the amounts recognized at the acquisition date and concluded that the resulting allocation appropriately reflects the estimated fair values as of the acquisition date. Based on the preliminary PPA, the Company recognized a gain from bargain purchase of approximately $ |
The valuation of certain acquired assets and assumed liabilities remains subject to further review and refinement. Accordingly, the purchase price allocation is preliminary and may be adjusted during the measurement period, not to exceed one year from the acquisition date, as additional information becomes available regarding facts and circumstances that existed as of the acquisition date. Any such adjustments may result in changes to the provisional amounts recognized, including property and equipment, working capital balances, lease-related assets and liabilities, and the resulting gain from the bargain purchase.
The preliminary allocation of the purchase price is summarized below (in thousands of U.S. dollars):
| Cash and cash equivalents | ||||
| Trade receivables | ||||
| Other receivables | ||||
| Property and equipment | ||||
| Operating lease right-of-use assets | ||||
| Trade payables | ( | ) | ||
| Other payables | ( | ) | ||
| Operating lease liabilities | ( | ) | ||
| Net identifiable assets acquired |
As the consideration transferred was nominal (€
From the acquisition date through June 30, 2026, the acquired business contributed revenues of approximately $
The bargain purchase resulted primarily from the seller’s strategic decision to exit the Yavne operation as part of a broader rationalization of its global manufacturing footprint in a manner that allowed it to prioritize an orderly and timely exit from the operation, together with the preservation of potential future commercial opportunities via an ongoing cross referral business relationship with the Company, rather than maximizing immediate sale proceeds, and accepting nominal consideration for the business despite the positive fair value of the identifiable net assets transferred.
| a. | On March 5, 2026, Recipharm Israel Ltd. changed its legal name to Scinai Biopharma Service Ltd. |
11
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
| a. | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the information contained herein reflects all adjustments necessary for a fair statement of our results of operations, financial position, cash flows, and shareholders’ equity. All such adjustments are of a normal, recurring nature.
The results of operations for the six months ended June 30, 2026, shown in these financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. The unaudited condensed financial statements should be read in conjunction with the audited financial statements that were included in Form 20-F for the year ended December 31, 2025. The carrying value of cash and cash equivalents, account receivables, prepaid and other receivables and accounts payable (included in the condensed balance sheets) approximates their fair value because of their generally short maturities.
There have been no material changes in our significant accounting policies as described in our financial statements for the year ended December 31, 2025.
| b. | New Accounting Pronouncements |
Recently issued accounting pronouncements, not yet adopted:
ASU 2024-03 - Income Statement Reporting Comprehensive Income.
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose disaggregated information about certain expenses (including employee compensation, purchases of inventory, depreciation, and intangible amortization) in a tabular format in the footnotes to the financial statements. The objective of the ASU is to enhance expense transparency for investors. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027; early adoption is permitted. The Company is evaluating the impact of this guidance on its financial statement disclosures.
ASU 2025-01 — Income Statement (Topic 220-40): Clarifying the Effective Date for Expense Disaggregation Disclosures
In January 2025, the FASB issued ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date provisions of ASU 2024-03. The guidance does not change the underlying disclosure requirements but aligns the timing of required implementation. ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statement disclosures.
ASU 2025-03 — Business Combinations (Topic 805) and Consolidation (Topic 810)
In March 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Amendments to Certain Disclosure and Presentation Requirements, which enhances clarity and consistency in presentation and disclosure requirements related to acquired businesses and consolidated entities, including variable interest entities. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this guidance.
12
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Cont.)
ASU 2025-05 — Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating expected credit losses for certain short-term receivables and contract assets. The Company has assessed the impact of this guidance, and has no material impact.
ASU 2025-06 — Intangibles—Goodwill and Other (Subtopic 350-40): Internal-Use Software.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Amendments to Internal-Use Software Guidance, which modifies the criteria for capitalizing software development costs and removes references to development stages. The guidance also clarifies the accounting for certain web-based software arrangements. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the effect of this update on the timing of capitalization and related disclosures.
ASU 2025-10 — Government Grants (Topic 832)
In November 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides comprehensive guidance on the recognition, measurement, and presentation of government grants. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of this guidance on its accounting for government assistance arrangements.
ASU 2025-11 — Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the organization and application of interim disclosure requirements and establishes a principle requiring disclosure of material events occurring since the most recent annual reporting period. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the potential impact of this guidance on its interim financial statement disclosures.
NOTE 3: - COMMITMENTS
Since 2006, the Company has received approximately $
In respect of the grants received for the development of M-001, the Company undertook to pay royalties generally ranging from
Following the results of the Phase 3 clinical trial of M-001, the Company discontinued development of M-001 and does not expect M-001 or the related funded technology to generate revenues. Accordingly, the Company does not currently expect to make royalty payments in respect of the M-001 grants.
The Company remains subject to certain obligations under applicable IIA rules with respect to IIA-funded know-how, including restrictions on the transfer and license of such know-how and, in certain circumstances, manufacturing activities outside Israel. The Company currently has no plans to transfer or license the M-001-related IIA-funded know-how and does not expect these restrictions to have a material effect on its ongoing operations.
13
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 4: - LOAN FROM OTHERS
On August 21, 2024, the Company completed a restructuring transaction with the European Investment Bank (the “EIB”), which included the execution of a restructuring agreement and an amendment to the finance contract between the Company and the EIB (collectively, the “EIB Restructuring Transaction”).
Pursuant to the EIB Restructuring Transaction, approximately EUR
Following completion of the EIB Restructuring Transaction, an amount of EUR
As part of the EIB Restructuring Transaction, the Company’s previous obligations to pay the EIB (i) royalties based on commercial sales exceeding EUR
During the six months ended June 30, 2026, as part of an internal corporate reorganization, the Company transferred its CDMO-related operations, including employees, infrastructure, manufacturing facilities, customer contracts and associated business activities, to its wholly owned subsidiary, Scinai Biopharma Services Ltd., in order to consolidate the Group’s CDMO activities under a single operating subsidiary. In connection with the transfer, the Company engaged with the EIB regarding the consent required under the existing finance contract and the related security arrangements. The EIB has indicated its willingness to consent to the transfer, subject to completion of guarantee and lien documentation from Scinai Biopharma Services Ltd. and related steps.
NOTE 5: - SHAREHOLDERS’ EQUITY
| a. | On March 3, 2025, the Company entered into a Standby Equity Purchase Agreement (the “March 2025 SEPA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company had the right, but not the obligation, to sell to YA, from time to time and subject to the terms and conditions of the agreement, up to $ |
During 2025, the Company completed multiple drawdowns under the March 2025 SEPA, receiving aggregate gross proceeds of approximately $
The March 2025 SEPA was subsequently automatically terminated upon the effectiveness of the registration statement relating to the September 2025 SEPA described below, other than certain provisions that survived termination.
| b. | On September 10, 2025, the Company entered into a new Standby Equity Purchase Agreement (the “September 2025 SEPA”) with YA, pursuant to which the Company has the right, but not the obligation, to sell to YA, from time to time during the 36-month term of the agreement and subject to its terms and conditions, up to $ |
Under the September 2025 SEPA, ADSs sold pursuant to an Advance are generally purchased by YA at a price equal to
As consideration for YA’s commitment, the Company agreed to pay a commitment fee of $
| c. | On March 2, 2026, the Company issued |
14
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 5: - SHAREHOLDERS’ EQUITY (Cont.)
| d. | On April 24, 2026, the Company entered into a Securities Purchase Agreement with an institutional life sciences investor and certain new and existing institutional and accredited investors for the sale of an aggregate of |
| ● | Series A warrants to purchase up to |
| ● | Series B warrants to purchase up to |
Concurrently, the Company entered into a warrant inducement agreement with an existing institutional investor pursuant to which the investor agreed to exercise existing warrants to purchase
The aggregate gross proceeds from the private placement and the warrant inducement transaction were approximately $
NOTE 6: - SHARE-BASED COMPENSATION
| a. | Option plans: |
Options granted under the Company’s 2005 Israeli Share Option Plan (“Plan”) were exercisable in accordance with the terms of the Plan, within
In March 2018, the Company’s Board of Directors approved the adoption of the Company’s 2018 Israeli Share Option Plan (“2018 Plan”) for the grant of options and restricted shares (“RSU”) to employees, directors and service providers. The options are exercisable within
| b. |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cost of revenues | ||||||||
| Research and development expenses | $ | |||||||
| Marketing, general and administrative expenses | ||||||||
| Total share-based compensation | $ | $ | ||||||
15
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 6: - SHARE-BASED COMPENSATION (Cont.)
| c. | During the six months ended June 30, 2026, the Company granted |
During the six months ended June 30, 2025, the Company granted
As of June 30, 2026, there are $
The fair value of the granted RSUs was determined based on the stock market price of the Company’s ADS on the day of grant.
NOTE 7 - BASIC AND DILUTED NET LOSS PER SHARE
Basic net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, including pre-funded warrants and fully vested RSUs.
The Company applies the two-class method in calculating net income (loss) per ordinary shares. In order to determine the net income (loss) attributable to ordinary shares, the Company first considered the total income allocable to preferred shares. This is calculated using the total net income (loss) less undistributed income allocable to preferred shares due to their redemption feature.
Calculating diluted EPS incorporates the potential impact of dilution that could occur if outstanding dilutive securities were converted into Ordinary shares or exercised. These securities can include stock options, restricted stock units (RSUs), preferred shares and warrants.
Details of the number of shares and loss used in the computation of net loss per share:
| For six months ended June 30 | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Weighted number of shares | Net profit attributable to equity holders of the Company | Weighted number of shares | Net loss attributable to equity holders of the Company | |||||||||||||
| For the computation of basic and diluted loss | ||||||||||||||||
| a. | For the six months ended June 30, 2026, the following items have been excluded from the diluted weighted average number of shares outstanding because they are anti-dilutive: |
For the six months ended June 30, 2025, the following items have been excluded from the diluted weighted average number of shares outstanding because they are anti-dilutive:
| b. | On August 19, 2026, the Company announced a change in the ratio of its American Depositary Shares (“ADSs”) to its ordinary shares, effective August 21, 2026, from |
16
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 8 - REVENUES
The following table presents the Company’s revenues disaggregated by the geographic location of its customers:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Israel | ||||||||
| Outside Israel | ||||||||
| Total revenues | $ | $ | ||||||
NOTE 9 - SEGMENTS
Operating Segments
Management assessed the Company’s operating and reportable segments in accordance with ASC 280, Segment Reporting. The Company’s CEO is the chief operating decision maker (“CODM”).
Following the acquisition of Scinai Biopharma Services Ltd, The company identified one reportable segment, the CDMO operation.
The following table presents the significant expense categories and other segment items regularly reviewed by the CODM in assessing performance and allocating resources.
| Six months ended June 30, 2026 | ||||||||||||
| CDMO | Other | Total | ||||||||||
| Revenues | ||||||||||||
| External | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Cost of revenues | ||||||||||||
| External | ( | ) | ( | ) | ||||||||
| Total | $ | ( | ) | $ | $ | ( | ) | |||||
| Research and development expenses, net | ||||||||||||
| External | ( | ) | ( | ) | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||||||
| Segment operational loss | ( | ) | ( | ) | ( | ) | ||||||
| Gain from bargain purchase | ||||||||||||
| Financial expenses (income), net | ( | ) | ( | ) | ||||||||
| Net profit (loss) | $ | $ | ( | ) | $ | |||||||
17
SCINAI IMMUNOTHERAPEUTICS LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
Unaudited
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data and unless otherwise indicated)
NOTE 9 - SEGMENTS (Cont.)
| Six months ended June 30, 2025 | ||||||||||||
| CDMO | Other | Total | ||||||||||
| Revenues | ||||||||||||
| External | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||
| External | ||||||||||||
| Total | $ | ( | ) | $ | $ | ( | ) | |||||
| Research and development expenses, net | - | |||||||||||
| External | ( | ) | ( | ) | ||||||||
| Total | $ | $ | ( | ) | $ | ( | ) | |||||
| Segment operational loss | ( | ) | ( | ) | ( | ) | ||||||
| Financial expenses (income), net | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ) | $ | ( | ) | ||||
NOTE 10 - SUBSEQUENT EVENTS
| a. | Subsequent to June 30, 2026, holders exercised an aggregate of |
| b. | On August 10, 2026, we issued |
| c. | As of August 20, 2026, the Company had |
| d. | On August 19, 2026, the Company announced a change in the ratio of its American Depositary Shares (“ADSs”) to its ordinary shares, effective August 21, 2026, from |
18
Exhibit 99.3
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Operating Results
The information contained in this section should be read in conjunction with our unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and related notes and the information contained elsewhere in this Form 6-K. Our financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Unless the context otherwise requires, references to “Scinai,” the “Company,” “us,” “we” and “our” refer to Scinai Immunotherapeutics Ltd. and its consolidated subsidiaries; references to “ADS” refer to the Company’s American Depositary Shares; references to “dollars,” “U.S. dollars” and “$” are to United States dollars; references to our “CDMO business” refer to the Company’s contract development and manufacturing services activities; and references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency.
Company Overview
We are a biopharmaceutical company with two complementary business activities: (i) research and development focused on innovative therapeutics in inflammation and immunology and (ii) a contract development and manufacturing organization (“CDMO”) business providing development and manufacturing services to biotechnology and pharmaceutical companies.
Our R&D activities are currently centered around two principal areas:
| ● | PC111 Program. We are advancing PC111, a fully human monoclonal antibody targeting soluble Fas Ligand for the treatment of severe dermatological conditions, pursuant to our option agreement relating to PinCell S.r.l. (“PinCell”), an Italian biotechnology company. |
| ● | NanoAbs Platform. We are developing therapeutic candidates based on NanoAbs, or VHH antibody fragments, pursuant to our research collaboration and license arrangements with the Max Planck Society (“MPG”) and the University Medical Center Göttingen (“UMG”). The research activities are conducted principally at the Max Planck Institute for Multidisciplinary Sciences (“MPI”) in Göttingen, Germany, under the direction of Prof. Dirk Görlich, and in collaboration with Prof. Matthias Dobbelstein at UMG. |
Our CDMO business provides development and manufacturing services supporting customer programs from early-stage development through clinical-stage manufacturing. Following our acquisition of Recipharm Israel Ltd. (subsequently renamed Scinai Biopharma Services Ltd.) in February 2026, our CDMO operating activities are conducted through facilities in Jerusalem and Yavne, Israel. The Jerusalem facility is focused primarily on early-stage development, analytical services, biologics manufacturing and aseptic processing, while the Yavne facility provides early chemistry development and cGMP manufacturing of active pharmaceutical ingredients (“APIs”) for clinical trial supplies.
 |
In April 2026, we completed an internal corporate reorganization designed to consolidate our Israeli CDMO operating activities under Scinai Biopharma Services Ltd., our wholly owned Israeli subsidiary. As part of this reorganization, the employees, operating activities, equipment and other operational assets and liabilities associated with our Jerusalem CDMO operations were transferred to Scinai Biopharma Services Ltd., which also operates the Yavne facility.
Management assesses the Company’s operations and financial performance on an integrated and consolidated basis. Our chief operating decision maker does not regularly review separate measures of profit or loss for the Jerusalem and Yavne facilities or for our proprietary research and development activities for purposes of allocating resources or assessing performance. Accordingly, we operate as a single operating and reportable segment.
Research and Development Activities
NanoAbs Platform
On March 23, 2022, we entered into a five-year Research Collaboration Agreement with MPG and UMG covering the discovery, selection and characterization of NanoAbs directed at several molecular targets implicated in diseases where we believe there is significant unmet medical need.
Under the collaboration, we hold options to enter into license agreements with MPG and UMG for the development and commercialization of NanoAbs covered by the research program.
In June 2023, we entered into an exclusive worldwide license agreement with MPG and UMG to develop and commercialize NanoAbs targeting Interleukin-17 (“IL-17”) for potential therapeutic indications, initially including psoriasis and psoriatic arthritis.
We continue to evaluate the development strategy and prioritization of our NanoAb programs in light of scientific, technical, commercial and funding considerations. Development of biopharmaceutical products is inherently uncertain and requires substantial financial and technical resources. There can be no assurance that any of our development programs will successfully progress through clinical development or ultimately obtain regulatory approval.
PC111 and PinCell
On March 27, 2025, we entered into a binding option agreement with the shareholders of PinCell pursuant to which we obtained an exclusive and irrevocable option to acquire 100% of the fully diluted share capital of PinCell. PinCell is developing PC111, a fully human monoclonal antibody targeting soluble Fas Ligand for the treatment of severe dermatological conditions, including pemphigus and Stevens-Johnson Syndrome/Toxic Epidermal Necrolysis (“SJS/TEN”). PC111 has received Orphan Drug Designation from the European Medicines Agency for pemphigus.
Under the terms of the option agreement, we were granted the right to acquire 100% of the fully diluted share capital of PinCell for total consideration of $200 thousand. The option is exercisable upon satisfaction of certain conditions, including either (i) receipt of non-dilutive grant funding of at least €11 million by our Polish subsidiary or (ii) securing at least $3 million of dedicated funding for the development of PC111.
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| 2 |
On February 27, 2026, we entered into a second amendment to the option agreement pursuant to which the deadline for satisfaction of the option conditions was extended to August 31, 2026 and the option exercise date was extended to September 30, 2026. In addition, we agreed to make monthly payments of approximately €13 thousand through August 2026, representing approximately €80 thousand in aggregate, to support certain PinCell operating activities.
Following the rejection of our initial application and subsequent appeal under the European Funds for a Modern Economy (“FENG”) program in Poland, during the first half of 2026 we and our external grant consultant prepared a revised application seeking approximately €12 million of non-dilutive funding to support continued development of PC111.
Subsequent to June 30, 2026, we became aware that, due to an administrative error by the external grant consultant, the revised application had not been successfully submitted by the applicable deadline. Accordingly, no award decision will be received in respect of that application.
Following this development, we are evaluating participation in the next eligible FENG funding round and are in discussions with PinCell regarding a potential further amendment to the option agreement to align the option period with the revised anticipated funding and development timeline. The proposed amendment is expected to address the duration of any extension and certain related funding and other commercial terms. The parties have not yet finalized such amendment, and there can be no assurance as to whether or when an amendment will be entered into or as to its final terms.
CDMO Services
We launched our CDMO business in September 2023 to provide development and manufacturing services to biotechnology and pharmaceutical companies, with an emphasis on early-stage development and GMP manufacturing for clinical programs.
Our Jerusalem facility consists of approximately 1,850 square meters and includes laboratories, offices, upstream and downstream manufacturing suites and infrastructure supporting analytical services, biologics manufacturing and aseptic processing.
In February 2026, we acquired 100% of the shares of Recipharm Israel Ltd., which operates a cGMP manufacturing facility in Yavne, Israel. Following the acquisition, the acquired company was renamed Scinai Biopharma Services Ltd.
The Yavne facility provides early chemistry development and small-scale cGMP manufacturing of APIs for clinical programs and complements the biologics, development, analytical and aseptic processing capabilities of our Jerusalem operation.
In connection with the acquisition, we also entered into a commercial collaboration arrangement with Recipharm intended to facilitate cooperation and potential customer referrals between our development and clinical manufacturing capabilities and Recipharm’s broader manufacturing network.
The acquisition significantly expanded our CDMO operating footprint, employee base, technical capabilities and fixed-cost structure. The results of the Yavne operation have been included in our consolidated results from the acquisition date.
From the acquisition date through June 30, 2026, the acquired business contributed revenues of approximately $0.7 million and generated a net loss of approximately $2.1 million. The approximately $0.7 million of revenue reflects only the portion of customer engagements recognized as revenue during the period following the acquisition through June 30, 2026. Certain customer work orders associated with these and other engagements extend beyond June 30, 2026, and are expected to generate additional revenue in subsequent periods as the related services are performed and the applicable revenue recognition criteria are satisfied.
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Immediately prior to closing, Recipharm AB funded the Subsidiary such that, at the closing of the acquisition, Recipharm Israel held approximately €2.0 million in cash, alongside funds for certain pre-closing expenses and liabilities. The acquired cash contributed to the Company’s post-acquisition liquidity position and supported the integration and continued operation of the acquired business.
Recent CDMO Commercial Activity
Subsequent to June 30, 2026, we continued to progress the execution of customer projects across our Jerusalem and Yavne CDMO operations.
As of August 16, 2026, we had Committed Customer Orders of approximately $3.1 million, consisting of approximately $1.6 million relating to the Yavne facility and approximately $1.5 million relating to the Jerusalem facility.
We define “Committed Customer Orders” as the aggregate value of signed customer purchase orders for specified CDMO services under existing contractual arrangements, whether or not amounts under such purchase orders have been invoiced or recognized as revenue. Although customer purchase orders are generally non-cancellable, the timing and amount of revenue recognition and cash collections depend on various factors, including the performance of the applicable services, achievement of contractual milestones and satisfaction of the relevant accounting criteria. Accordingly, projects may be delayed, modified or remain open for extended periods, and we may not receive some or all anticipated payments unless the relevant contractual conditions or milestones are satisfied. Committed Customer Orders are presented for supplemental informational purposes only and are not intended to be a substitute for any GAAP financial measure. This metric may not be comparable to similarly titled measures used by other companies, whether within or outside our industry. Management uses Committed Customer Orders as an indicator of committed commercial activity and anticipated utilization of our CDMO operations, and we believe the metric provides investors with useful information regarding the aggregate value of customer-authorized projects supported by signed purchase orders. Because portions of Committed Customer Orders may already have been invoiced or recognized as revenue, the metric should not be interpreted as an indication of future revenue, future cash receipts or future financial performance.
Of the aggregate Committed Customer Orders, approximately $2.1 million had been invoiced to customers as of August 10, 2026, while approximately $1.0 million represented open customer work orders that had not yet been invoiced.
In addition to our existing customer work orders, we continue to pursue and negotiate additional CDMO projects with existing and prospective customers.
We previously announced a target of approximately $5.0 million in CDMO revenues for 2026. We continue to pursue this objective through execution of existing customer work orders and development of additional business opportunities. Achievement of this target will depend, among other things, on the timing and completion of customer projects, satisfaction of applicable revenue recognition criteria and successful conversion and execution of additional customer opportunities. There can be no assurance that we will achieve this revenue target.
Clinical Manufacturing Program
During the second quarter of 2026, we entered into an agreement with an affiliate of a U.S.-based biopharmaceutical company to perform feasibility and cGMP-readiness activities for an investigational drug product in contemplation of a potential clinical manufacturing program.
Subsequent to June 30, 2026, the scope of the engagement progressed substantially into a broader clinical manufacturing and chemistry, manufacturing and controls (“CMC”) development program intended to support the customer’s planned U.S. regulatory submission and subsequent Phase III clinical development.
The expanded program builds upon our existing contractual relationship with the customer’s affiliate and the work already performed under that arrangement. The definitive agreement currently being negotiated is intended principally to establish the expanded scope of work, project plan and related commercial terms.
At the customer’s request we have commenced substantive activities relating to the expanded program through the customer’s affiliate, under our existing contractual relationship. Such activities include analytical and development work, engineering and manufacturing preparation, procurement of project-specific equipment and materials, facility-readiness activities and preparations for cGMP clinical manufacturing.
Subsequent to June 30, 2026, we received approximately $0.65 million in cash payments and advances through the affiliate in connection with the ongoing activities. We continue to perform work and make project-specific procurement commitments while the definitive agreement covering the expanded program is being negotiated.
The definitive scope, commercial terms, timing and total consideration for the expanded program remain subject to negotiation and may change. Accordingly, the amount and timing of revenue that may ultimately be recognized from the program cannot currently be determined with certainty. There can be no assurance that a definitive agreement will be executed on the terms currently contemplated, that all proposed work packages will proceed or that the customer’s anticipated regulatory development timeline will be achieved.
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Acquisition of Recipharm Israel Ltd.
In February 2026, we entered into a Share Purchase Agreement with Recipharm AB, Recipharm Israel Ltd. and certain minority shareholders pursuant to which we acquired 100% of the issued and outstanding share capital of Recipharm Israel Ltd. for nominal consideration of €1.
Immediately prior to closing, Recipharm AB funded the Subsidiary such that, at the closing of the acquisition, Recipharm Israel held approximately €2.0 million in cash, together with amounts for certain pre-closing expenses and liabilities funded in connection with the transaction.
Concurrently with the closing, Recipharm AB assigned to us its rights under an existing intercompany loan agreement with the acquired company, including the outstanding principal and accrued interest, for nominal consideration of €1.
The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. We have performed a preliminary purchase price allocation based on management’s valuation analyses and estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.
Based on the preliminary purchase price allocation, we recognized a gain from bargain purchase of approximately $6.4 million, representing the excess of the estimated fair value of the identifiable net assets acquired over the consideration transferred.
The purchase price allocation remains preliminary and may be adjusted during the applicable measurement period as additional information becomes available regarding facts and circumstances that existed as of the acquisition date.
The bargain purchase resulted primarily from Recipharm’s strategic decision to exit the Yavne operation as part of a broader rationalization of its global manufacturing footprint in a manner that allowed it to prioritize an orderly and timely exit, while preserving potential future commercial opportunities through the parties’ continuing commercial relationship.
Key Components of Statements of Operations
Revenues
We began generating revenues from our CDMO activities in 2024. Our revenues are generated from development, analytical, manufacturing and related services performed for CDMO customers.
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Our revenues may fluctuate between reporting periods because the timing and amount of revenue recognized depends on the nature and progress of individual customer programs, satisfaction of applicable performance obligations, customer scheduling and the timing of completion of project milestones.
Beginning in February 2026, our consolidated revenues also include revenues generated by the acquired Yavne operations from the acquisition date.
Cost of Revenues
Our cost of revenues consists primarily of salaries and related personnel expenses, manufacturing facility expenses, depreciation of manufacturing equipment and infrastructure, materials and other costs incurred in connection with performance of CDMO customer projects.
A substantial portion of our CDMO cost base is fixed or semi-fixed and is incurred regardless of the amount of customer revenue recognized during a particular reporting period. Accordingly, until customer activity and facility utilization increase sufficiently, our CDMO operations may continue to generate gross losses.
The acquisition of the Yavne facility increased our manufacturing capabilities and operating capacity but also increased our employee, facility, depreciation and other operating costs.
Operating Expenses
Our operating expenses consist primarily of research and development expenses and marketing, general and administrative expenses.
Research and Development Expenses
Our research and development expenses consist primarily of costs associated with our research collaboration arrangements, development activities relating to our therapeutic programs, payments associated with the PinCell option arrangement, fees paid to consultants, patent-related legal expenses, preclinical development activities and personnel and facility costs allocated to research and development.
We charge research and development expenses to operations as incurred.
Our future research and development expenditures will depend on the development strategy and prioritization of our therapeutic programs, availability of funding, including potential non-dilutive funding, the outcome of our arrangements relating to PinCell and PC111, and the scope and timing of future preclinical and clinical development activities.
The process of developing biopharmaceutical products and obtaining regulatory approval is expensive, lengthy and inherently uncertain. Accordingly, we are unable to estimate with certainty the timing or amount of future research and development expenditures or when, if ever, our development programs may generate revenues.
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Marketing, General and Administrative Expenses
Our marketing, general and administrative expenses primarily consist of salaries and employee benefit costs, including share-based compensation, for our executive, finance, human resources, business development and administrative personnel.
These expenses also include consulting, legal, accounting, insurance, investor relations, business development and other professional and corporate expenses.
Following the acquisition of the Yavne operations and the establishment of the expanded group structure, our marketing, general and administrative expenses also include costs associated with supporting and administering the enlarged organization.
Gain from Bargain Purchase
During the six months ended June 30, 2026, we recognized a gain from bargain purchase of approximately $6.4 million in connection with the acquisition of Recipharm Israel Ltd.
The gain represents the excess of the preliminary estimated fair value of the identifiable net assets acquired over the nominal consideration transferred. The gain is an accounting gain arising from the business combination and does not represent revenue from our operations or cash generated from operating activities.
Financial Income and Expenses
Financial income consists primarily of interest income, foreign currency exchange gains and other financing-related income recognized in the statement of operations.
Financial expenses consist primarily of foreign currency exchange losses, bank charges and other financing-related costs recognized in the statement of operations.
Participation by Third Parties and Government Grants
Our research and development and CDMO activities have historically benefited from grants and other forms of non-dilutive funding.
Since 2006, we have received approximately $6.4 million in grants from the Israel Innovation Authority (“IIA”), of which approximately $4.6 million related to research and development of our prior lead drug candidate, M-001, and approximately $1.8 million related to development and expansion of our CDMO business. During the six months ended June 30, 2026, we received additional grant proceeds of approximately $0.1 million in connection with our CDMO activities.
The grants received in connection with our CDMO activities are not subject to repayment or royalty obligations.
As of June 30, 2026, the aggregate royalty repayment ceiling in respect of the M-001 grants, including applicable accrued interest, was approximately $5.3 million. We had not paid any royalties to the IIA as of June 30, 2026.
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Following the results of the Phase III clinical trial of M-001, we discontinued development of M-001 and do not expect M-001 or the related funded technology to generate revenues. Accordingly, we do not currently expect to make royalty payments in respect of the M-001 grants.
We remain subject to certain obligations under applicable IIA rules with respect to IIA-funded know-how, including restrictions on transfer or licensing of such know-how and, in certain circumstances, manufacturing activities outside Israel.
European Investment Bank
On August 21, 2024, we completed a restructuring transaction with the European Investment Bank (“EIB”).
Pursuant to the restructuring, approximately €26.6 million, representing substantially all amounts then outstanding under the EIB finance contract, including accrued interest, was converted into 1,000 preferred shares of the Company.
Following completion of the restructuring, €250 thousand remained outstanding under the finance contract. As of June 30, 2026, the carrying amount of this obligation was approximately $0.3 million. The remaining amount matures on December 31, 2031 and does not bear interest.
As part of the restructuring, our previous obligations to pay the EIB royalties based on certain commercial sales and an amount equal to 10% of the gross proceeds from certain capital raises were terminated.
During the six months ended June 30, 2026, in connection with our internal corporate reorganization and transfer of the Jerusalem CDMO operations to Scinai Biopharma Services Ltd., we engaged with the EIB regarding the consent required under the existing finance contract and related security arrangements.
As of June 30, 2026, those discussions were ongoing. The EIB has indicated its willingness to consent to the transfer, subject to completion of guarantee and lien documentation from Scinai Biopharma Services Ltd. and related steps.
Taxes on Income
Israeli resident companies, including the Company, are generally subject to corporate income tax at a rate of 23%.
Capital gains derived by an Israeli resident company are generally subject to tax at the corporate income tax rate. Under Israeli tax legislation, a corporation will generally be considered an Israeli resident if it was incorporated in Israel or if the control and management of its business are exercised in Israel.
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenues
Our revenues for the six months ended June 30, 2026 amounted to approximately $0.9 million, compared to approximately $0.8 million for the six months ended June 30, 2025, an increase of approximately $0.2 million.
The increase was primarily attributable to the inclusion of revenues generated by the acquired Yavne operations from the acquisition date. From the acquisition date through June 30, 2026, the acquired business contributed approximately $0.7 million of revenues.
Because the acquired Yavne operations were not included in our results during the corresponding period in 2025, our results for the six months ended June 30, 2026 are not directly comparable to the corresponding prior-year period.
Cost of Revenues
Our cost of revenues for the six months ended June 30, 2026 amounted to approximately $3.3 million, compared to approximately $2.0 million for the six months ended June 30, 2025, an increase of approximately $1.3 million.
The increase primarily reflected the expanded cost base of our CDMO business following the acquisition and consolidation of the Yavne operations, including additional personnel, facility, depreciation and other manufacturing-related costs.
Our gross loss for the six months ended June 30, 2026 was approximately $2.4 million, compared to approximately $1.3 million for the six months ended June 30, 2025. The increase in gross loss primarily reflects the additional fixed and semi-fixed operating costs associated with our expanded CDMO infrastructure while revenues have not yet reached a level sufficient to fully absorb those costs.
Research and Development Expenses, Net
Our research and development expenses for the six months ended June 30, 2026 amounted to approximately $0.8 million, compared to approximately $1.2 million for the six months ended June 30, 2025, a decrease of approximately $0.4 million.
The decrease primarily reflected a lower level of research and development expenditures during the period and the continuing allocation of resources toward our CDMO activities, partially offset by expenditures associated with our current therapeutic development programs, including the PinCell arrangement and NanoAb activities.
Marketing, General and Administrative Expenses
Our marketing, general and administrative expenses for the six months ended June 30, 2026 amounted to approximately $1.4 million, compared to approximately $1.3 million for the six months ended June 30, 2025, an increase of approximately $0.1 million.
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The increase reflects, among other things, the expanded corporate and administrative requirements associated with the acquisition and integration of the Yavne operations and operation of the enlarged group structure.
Operating Loss
Our operating loss for the six months ended June 30, 2026 amounted to approximately $4.6 million, compared to approximately $3.8 million for the six months ended June 30, 2025.
The increase in operating loss was primarily attributable to the increase in gross loss associated with the expanded CDMO operating footprint, partially offset by lower research and development expenses.
Gain from Bargain Purchase
During the six months ended June 30, 2026, we recognized a gain from bargain purchase of approximately $6.4 million in connection with the acquisition of Recipharm Israel Ltd.
No comparable gain was recognized during the six months ended June 30, 2025.
The gain represents the excess of the preliminary estimated fair value of the identifiable net assets acquired over the nominal consideration transferred and is not indicative of the profitability of our underlying operations.
Financial Expenses, Net
Our financial expenses, net, for the six months ended June 30, 2026 amounted to approximately $0.2 million, compared to approximately $0.4 million for the six months ended June 30, 2025.
The decrease was primarily attributable to lower net financing-related expenses during the 2026 period.
Net Profit
Our net profit for the six months ended June 30, 2026 amounted to approximately $1.6 million, compared to a net loss of approximately $4.1 million for the six months ended June 30, 2025.
The improvement was primarily attributable to the approximately $6.4 million gain from bargain purchase recognized in connection with the acquisition of Recipharm Israel Ltd., partially offset by the increase in our operating loss.
The net profit reported for the six months ended June 30, 2026 therefore reflected the impact of the non-recurring accounting gain arising from the acquisition. Our underlying operations generated an operating loss of approximately $4.6 million during the period.
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Liquidity and Capital Resources
Since our inception, we have funded our operations primarily through public and private offerings of our equity securities in Israel and the United States, grants from the IIA and other governmental and European funding sources, financing arrangements with the EIB, our Standby Equity Purchase Agreements with YA II PN, Ltd. (“YA”) and revenues generated by our CDMO business.
As of June 30, 2026, we had cash and cash equivalents of approximately $2.7 million and restricted cash of approximately $0.2 million. As of December 31, 2025, we had cash and cash equivalents of approximately $1.7 million and restricted cash of approximately $0.2 million.
As of June 30, 2026, our total current assets were approximately $3.5 million and our total current liabilities were approximately $2.2 million.
Our CDMO business currently operates at a loss because revenues have not yet reached a level sufficient to cover the operating costs associated with our manufacturing facilities and related activities. In parallel, our research and development programs require continued investment and are not supported by product revenues.
Accordingly, we expect to continue to require additional funding to support our operations, scale our CDMO business and continue our research and development activities.
Cash Flows from Operating Activities
Net cash used in operating activities was approximately $3.9 million for the six months ended June 30, 2026, compared to approximately $2.6 million for the six months ended June 30, 2025.
The increase in cash used in operating activities reflected, among other factors, the expanded operating footprint following the acquisition of the Yavne operation and continued funding of our CDMO and research and development activities.
The approximately $6.4 million gain from bargain purchase recognized in our statement of operations did not provide operating cash and was therefore deducted in reconciling net profit to net cash used in operating activities.
Cash Flows from Investing Activities
Net cash provided by investing activities was approximately $2.6 million for the six months ended June 30, 2026, compared with net cash used in investing activities of approximately $0.01 million for the six months ended June 30, 2025.
The cash inflow during the 2026 period primarily reflects approximately $2.8 million of cash acquired as part of our acquisition of Recipharm Israel Ltd., which operates the Yavne CDMO facility. Immediately prior to closing, Recipharm AB funded the Subsidiary such that, at the closing of the acquisition, Recipharm Israel held approximately €2.0 million in cash, alongside funds for certain pre-closing expenses and liabilities. As a result, although the acquisition consideration paid by Scinai was nominal, the acquisition brought approximately $2.8 million of cash onto our consolidated balance sheet at closing. This cash inflow was partially offset by approximately $0.1 million of purchases of property, plant and equipment during the six-month period.
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Cash Flows from Financing Activities
Net cash provided by financing activities was approximately $2.3 million for the six months ended June 30, 2026 compared to approximately $1.6 million for the six months ended June 30, 2025.
On April 24, 2026, we entered into a Securities Purchase Agreement with an institutional life sciences investor and certain new and existing institutional and accredited investors for the sale of an aggregate of 520,833 ADSs at a purchase price of $4.8 per ADS.
In connection with the private placement, investors also received Series A warrants to purchase up to 520,833 ADSs at an exercise price of $4.8 per ADS with a term of two years and Series B warrants to purchase up to 520,833 ADSs at an exercise price of $5.5 per ADS with a term of five years.
Concurrently, we entered into a warrant inducement agreement with an existing institutional investor pursuant to which the investor exercised existing warrants to purchase 22,931 ADSs at an exercise price of $4.8 per ADS. In consideration for such exercise, we issued new unregistered warrants to purchase up to 45,862 ADSs at an exercise price of $5.5 per ADS and expire five years from the date of issuance.
Aggregate gross proceeds from the private placement and warrant inducement transaction were approximately $2.6 million before deducting placement agent fees and other offering expenses.
We also continue to have access, subject to the terms, conditions and limitations of the Standby Equity Purchase Agreement, dated September 10, 2025 (“September 2025 SEPA”), with YA. Pursuant to this agreement, we have the right, but not the obligation, to sell up to an aggregate of $15.0 million of ADSs to YA during the 36-month term of the agreement.
On March 1, 2026, we issued 1,248 ADSs to YA for an aggregate purchase price of approximately $11 thousand, of which approximately $5 thousand was paid to us in cash and approximately $5 thousand was applied toward the outstanding commitment fee under the September 2025 SEPA.
Subsequent to June 30, 2026, holders exercised an aggregate of 72,300 pre-funded warrants previously issued by us at an exercise price of $0.001 per ADS, resulting in issuance of 72,300 ADSs. The aggregate cash proceeds received from such exercises were immaterial.
On August 9, 2026, we issued 35,264 ADSs to YA for an aggregate purchase price of approximately $88 thousand. Of this amount, approximately $39 thousand was paid to us in cash and approximately $49 thousand was applied in full satisfaction of the remaining outstanding commitment fee under the September 2025 SEPA.
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As of August 23, 2026, the Company had 28,263,427,584 Ordinary Shares issued and outstanding, corresponding to 706,585 ADSs based on the then-current ratio of one ADS representing 40,000 Ordinary Shares.
In addition, subsequent to June 30, 2026, we received approximately $0.65 million in cash payments and advances in connection with the clinical manufacturing program described above. Receipt of such amounts does not necessarily correspond to the timing or amount of revenue that may be recognized under our accounting policies.
Future Funding Requirements
Our operations will continue to require substantial financial resources. Although our cash position increased during the six months ended June 30, 2026 as a result of financing activities and cash acquired in the Recipharm Israel transaction, we used approximately $3.9 million of cash in operating activities during the period.
Our future capital requirements will depend on many factors, including:
| ● | the level and timing of revenues and cash collections from our CDMO activities; |
| ● | the timing and cost of executing existing and prospective CDMO customer programs; |
| ● | the utilization and operating costs of our Jerusalem and Yavne facilities; |
| ● | the costs of integrating and operating our expanded CDMO platform; |
| ● | the scope and timing of our research and development activities; |
| ● | the outcome of our arrangements relating to PinCell and PC111; |
| ● | our ability to obtain governmental grants and other forms of non-dilutive funding; |
| ● | the costs of protecting and maintaining our intellectual property; |
| ● | the magnitude of our general and administrative expenses; |
| ● | the availability of proceeds under the September 2025 SEPA; and |
| ● | our ability to obtain additional financing through public or private equity offerings, debt financings, strategic transactions or other sources. |
Until we are able to generate sufficient recurring revenues to support our operations, we expect to satisfy our future cash requirements through a combination of revenues generated by our CDMO business, available equity financing arrangements, public or private equity financings, grants from governmental agencies, strategic transactions, debt or other financing arrangements and other sources of capital.
There can be no assurance that additional financing will be available to us on acceptable terms or at all. Equity financings may result in significant dilution to our existing shareholders, while debt financing, if available, may impose financial or operating restrictions.
If sufficient funding is not available when required, we may be required to delay, reduce the scope of or discontinue certain development activities, reduce operating expenditures, defer capital expenditures or otherwise modify our business plans.
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