Scinai closes financing for about $4M gross

Scinai estimates runway to late 2027; activation of later CDMO phases and associated receipts could extend it into 2028.

Rhea-AI Filing Summary

Scinai Immunotherapeutics Ltd. (SCNI) closed a private placement and warrant-inducement transaction, receiving approximately $4.0 million in aggregate gross proceeds before placement-agent fees and expenses; this excludes future proceeds from the exercise of newly issued Series A-1 Warrants. The placement involved 2,458,334 ADSs (or pre-funded warrants in lieu), each representing 40,000 ordinary shares, plus Series A-1 Warrants to purchase up to 3,687,501 ADSs. Scinai also closed the immediate exercise of Existing Warrants to purchase up to 879,194 ADSs at $1.20 per ADS and issued New Warrants to purchase up to 1,318,791 ADSs.

Scinai intends to use net proceeds and existing cash to advance current customer programs, pursue additional CDMO contracts and selectively invest in its immunotherapy pipeline. It estimates an operating runway to late 2027; activation of later CDMO phases and associated cash receipts, after delivery costs, could extend it into 2028. Both estimates depend on sales and collection assumptions, timely customer payments and execution, and remain subject to customer termination rights and changes in plans and costs.

The private-placement ADSs and warrants, New Warrants and their underlying securities were unregistered. Scinai agreed to file a resale registration statement for the placement ADSs, ADSs issuable upon exercise of pre-funded and New Warrants, and underlying ordinary shares.

Key Figures

Aggregate gross proceeds: Approximately $4.0 million Private placement ADSs: 2,458,334 ADSs (or pre-funded warrants in lieu) ADS ratio: 40,000 ordinary shares per ADS +4 more

7 metrics

Aggregate gross proceeds Approximately $4.0 million Private placement and warrant inducement, before placement-agent fees and expenses; excludes future proceeds from exercise of newly issued Series A-1 Warrants

Private placement ADSs 2,458,334 ADSs (or pre-funded warrants in lieu) Private placement

ADS ratio 40,000 ordinary shares per ADS Each ADS

Series A-1 Warrants in private placement Up to 3,687,501 ADSs Warrants to purchase ADSs

Existing Warrant exercise Up to 879,194 ADSs at $1.20 per ADS Immediate exercise of Existing Warrants

New Warrants Up to 1,318,791 ADSs Warrants to purchase ADSs

Estimated operating runway To late 2027; could extend into 2028 Later CDMO phases and associated cash receipts could extend the estimate

Key Terms

American Depositary Shares, pre-funded warrants, Series A-1 Warrants, warrant inducement, +1 more

5 terms

American Depositary Shares financial

"2,458,334 American Depositary Shares (“ADSs”)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Series A-1 Warrants financial

"Series A-1 Warrants to purchase up to 3,687,501 ADSs"

Series A-1 warrants are tradable instruments that give their holder the right, but not the obligation, to buy a company’s shares at a preset price for a limited time; they are typically issued alongside a specific financing round labeled “Series A-1.” Think of them like a coupon that lets an investor buy stock at a locked-in price later — if the company’s share price rises above that price the coupon becomes valuable, otherwise it may expire worthless. For investors they matter because exercising warrants can increase potential upside while also diluting existing shareholders and affecting future ownership percentages and share value.

warrant inducement financial

"private placement and warrant inducement"

Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.

contract development and manufacturing organization technical

"contract development and manufacturing organization (“CDMO”)"

A contract development and manufacturing organization (CDMO) is a specialized service provider that helps other companies design, test, produce and package drugs or medical products on a hired basis. Think of it as an outsourced factory and R&D partner that lets a company scale production without building its own plants. Investors watch CDMO relationships because they affect a drug’s time-to-market, manufacturing costs, supply reliability and overall project risk, all of which influence future revenue and valuation.

FAQ

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

How much financing did SCNI close?

Scinai closed transactions generating approximately $4.0 million in aggregate gross proceeds before placement-agent fees and expenses. The amount covers the private placement and warrant-inducement transaction and excludes future proceeds from exercise of the newly issued Series A-1 Warrants.

How long does SCNI estimate its cash runway will last?

Scinai estimates an operating runway to late 2027, based on its current plan and budget, cash resources, net financing proceeds and expected customer cash collections. Activation of later phases and associated receipts, after delivery costs, could extend the runway into 2028; the estimates depend on sales and collection assumptions, timely payments and successful execution.

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

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

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Available on EDGAR 10/16/2026 - 10:05 AM EDT Accepted by SEC EDGAR 10/16/2026 - 10:05 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of October 2026

Commission File Number: 001-37353

SCINAI IMMUNOTHERAPEUTICS LTD.

(Translation of registrant’s name into English)

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

Jerusalem, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Explanatory Note

On October 16, 2026, Scinai Immunotherapeutics Ltd. issued a press release titled “Scinai Immunotherapeutics Announces Closing of $4.0 Million Financing Through a Private Placement and Warrant Inducement.”

A copy of the press release is furnished herewith as Exhibit 99.1.

This Report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File Nos. 333-291460, 333-271293 and 333-239344) and Form F-3 (File Nos. 333-295698 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 October 16, 2026.

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: October 16, 2026	By:	/s/ Amir Reichman
		Amir Reichman
		Chief Executive Officer

3

Exhibit 99.1

Scinai Immunotherapeutics Announces Closing of $4.0 Million Financing Through a Private Placement and Warrant Inducement

JERUSALEM, October 16, 2026 /PRNewswire/ -- Scinai Immunotherapeutics Ltd. (NASDAQ: SCNI) (“Scinai” or the “Company”), a biopharmaceutical company operating a growing contract development and manufacturing organization (“CDMO”) alongside an immunology-focused therapeutic development platform, today announced the closing of its previously announced private placement of 2,458,334 American Depositary Shares (“ADSs”) (or pre-funded warrants in lieu thereof), each ADS representing 40,000 ordinary shares, together with Series A-1 Warrants to purchase up to 3,687,501 ADSs (the “Private Placement”).

In addition, the Company has closed the previously announced immediate exercise of warrants to purchase up to 879,194 ADSs (the “Existing Warrants”) at a reduced exercise price of $1.20 per ADS and issuance of additional Series A-1 Warrants to purchase up to 1,318,791 ADSs (the “New Warrants”).

With the transactions now closed and proceeds received, the Company intends to use the net proceeds, together with its existing cash resources, to advance current customer programs, pursue additional CDMO contracts and continue selective investment in its immunotherapy pipeline.

“Completing this financing, alongside our recently announced CDMO agreement, strengthens our ability to execute customer programs, develop our CDMO platform and selectively advance our immunotherapy pipeline,” said Amir Reichman, Chief Executive Officer of Scinai. “The recent CDMO agreement establishes a framework for an integrated program with successive phases, and we are looking towards the later work packages to become committed as the program progresses.

“Based on our current operating plan and budget, existing cash resources, net financing proceeds and expected cash collections under committed customer orders and our broader CDMO sales plan, we estimate an operating runway to late 2027. Activation of the later phases, together with the associated cash receipts and after accounting for their delivery costs, could extend that runway into 2028. Both estimates depend on achievement of our sales and collection assumptions, timely customer payments and successful execution, and remain subject to customer termination rights and changes in our plans and costs. We may consider financing opportunities from time to time to support our strategic objectives, pursue growth opportunities or address evolving business needs.”

The aggregate gross proceeds from the private placement and the warrant inducement transaction were approximately $4.0 million, before deducting placement agent fees and expenses. These proceeds exclude any future proceeds from the exercise of the newly issued Series A-1 warrants.

A.G.P./Alliance Global Partners acted as the sole placement agent for the transactions.

ABOUT THIS OFFERING

The ADSs issued upon exercise of the Existing Warrants have been registered for resale pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-295698). The ADSs and warrants issued in the private placement, the New Warrants and the securities underlying those warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The offer and sale of the securities in the private placement and the New Warrants was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, these unregistered securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC to register for resale the ADSs issued in the private placement, the ADSs issuable upon exercise of the pre-funded warrants and New Warrants, and the underlying ordinary shares.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Scinai Immunotherapeutics

Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) is a biopharmaceutical company operating a growing contract development and manufacturing organization alongside an immunology-focused therapeutic development platform.

Through its wholly owned subsidiary, Scinai Biopharma Services Ltd., the Company provides development and manufacturing services to biotechnology and pharmaceutical companies at its facilities in Jerusalem and Yavne, Israel. Scinai also advances its NanoAb platform through research collaboration and license arrangements with the Max Planck Society and University Medical Center Göttingen, both in Germany.

For more information, please visit: www.scinai.com  

Company Contacts

Business Development | +972 8 930 2529 | bd@scinai.com

Investor Relations, Allele Capital Partners | Brian DeBeer | +1 (561) 388-8178 | Brian.DeBeer@scinai.com

Forward-Looking Statements

This press release contains forward-looking statements under applicable U.S. securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, statements regarding the anticipated use of proceeds; the expected benefits of the financing; the Company’s liquidity, cash runway and future financing needs; expected customer cash collections; anticipated activation, timing and performance of additional CDMO work packages; and the expansion of its CDMO platform and advancement of customer programs and its immunotherapy pipeline.

Actual outcomes may differ materially from current expectations. Relevant risks include changes in operating plans, budgets or capital requirements, including those arising from growth opportunities; technical, analytical, manufacturing, quality or regulatory difficulties; delays in equipment, materials or third-party services which can lead to delays in payments; changes in customer requirements or development plans; failure or delay in agreeing final scope and pricing or obtaining bilateral written activation and related purchase orders for additional work packages; contractual modification or termination, including termination for convenience; delayed payments; failure to meet milestones; and differences between anticipated billings, cash collections and recognized revenue. Additional risks include financing requirements and the availability of additional capital on acceptable terms, market conditions, competition, geopolitical conditions and the other risks described in the Company’s Annual Report on Form 20-F and subsequent filings with the U.S. Securities and Exchange Commission.

Forward-looking statements reflect expectations as of the date of this release. Scinai undertakes no obligation to update them except as required by law.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED OCTOBER 16, 2026 16.8 KB