Scinai Immunotherapeutics Restructures $29M Debt

Ticker: SCNI · Form: 6-K · Filed: 2024-08-13T00:00:00.000Z

Sentiment: mixed

Topics: debt-restructuring, equity-conversion, financing

TL;DR

Scinai converts $29M debt to equity with EIB, diluting common stock.

AI Summary

On August 13, 2024, Scinai Immunotherapeutics Ltd. announced a significant debt restructuring with the European Investment Bank. The company converted approximately $29 million of its debt into preferred equity, which is convertible into 19.5% of the company's common equity.

Why It Matters

This debt-to-equity conversion strengthens Scinai's balance sheet by reducing its debt burden and potentially diluting existing common shareholders.

Risk Assessment

Risk Level: medium — The conversion of a substantial amount of debt to equity can lead to significant dilution for existing common shareholders.

Key Numbers

Key Players & Entities

FAQ

What is the specific interest rate on the original $29 million debt?

The filing does not specify the interest rate on the original $29 million debt.

What is the conversion price for the preferred equity into common equity?

The filing states the preferred equity is convertible into 19.5% of common equity but does not specify a conversion price per share.

Are there any conditions precedent to the conversion of preferred equity into common equity?

The filing does not detail any specific conditions precedent for the conversion.

What is the maturity date of the original $29 million loan?

The filing does not mention the maturity date of the original loan.

Does the European Investment Bank have any board representation or special rights as a result of this conversion?

The filing does not disclose any board representation or special rights granted to the European Investment Bank.

From the Filing

0001213900-24-068408.txt : 20240813 0001213900-24-068408.hdr.sgml : 20240813 20240813172355 ACCESSION NUMBER: 0001213900-24-068408 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240813 FILED AS OF DATE: 20240813 DATE AS OF CHANGE: 20240813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scinai Immunotherapeutics Ltd. CENTRAL INDEX KEY: 0001611747 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37353 FILM NUMBER: 241203067 BUSINESS ADDRESS: STREET 1: JERUSALEM BIOPARK, 2ND FLOOR STREET 2: HADASSAH EIN KEREM CAMPUS CITY: JERUSALEM STATE: L3 ZIP: 00000 BUSINESS PHONE: 972-8-9302529 MAIL ADDRESS: STREET 1: JERUSALEM BIOPARK, 2ND FLOOR STREET 2: HADASSAH EIN KEREM CAMPUS CITY: JERUSALEM STATE: L3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BiondVax Pharmaceuticals Ltd. DATE OF NAME CHANGE: 20140624 6-K 1 ea0211331-6k_scinai.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the Securities Exchange Act of 1934 For the Month of August 2024 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 ☐ On August 13, 2024, Scinai Immunotherapeutics Ltd. issued a press release announcing the signing of a Loan Restructuring Agreement with European Investment Bank; converting approximately $29 million of debt to preferred equity convertible into 19.5% common equity. 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 No. 333-271293 and File No. 333-239344 ) and Form F-3 (File No. 333-274078 and File No. 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. Exhibit Index Exhibit No. Description 99.1 Press Release, dated August 13, 2024 1 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 13, 2024 By: /s/ Amir Reichman Amir Reichman Chief Executive Officer 2 EX-99.1 2 ea021133101ex99-1_scinai.htm PRESS RELEASE, DATED AUGUST 13, 2024 Exhibit 99.1 Scinai Announces Signing of Loan Restructuring Agreement with European Investment Bank; Converting Approximately $29 million of Debt to Preferred Equity Convertible into 19.5% Common Equity Jerusalem – aUGUST 13 , 2024 – Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) (the “Company”), a biopharmaceutical company focused on developing inflammation and immunology (I&I) biological products and on providing CDMO services through its Scinai Bioservices business unit, today announced that it has signed a definitive Loan Restructuring Agreement (the “Restructuring Agreement”) with its lender, the European Investment Bank (the “EIB”). The Restructuring Agreement also included an amendment and restatement to the Finance Contract (the “Finance Contract”) between the parties. In connection with the transactions, an amount equal to approximately EUR 26.6 million (equal to approximately $29 million), including interest accrued to date, owed by the Company to the EIB under the Finance Contract between the p

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