Scinai Immunotherapeutics Secures $10M Equity Line

Ticker: SCNI · Form: 6-K · Filed: 2025-03-04T00:00:00.000Z

Sentiment: neutral

Topics: equity-financing, capital-raise

TL;DR

Scinai just inked a $10M equity line with Yorkville for up to 36 months.

AI Summary

On March 3, 2025, Scinai Immunotherapeutics Ltd. entered into a Standby Equity Purchase Agreement with YA II PN, LTD. This agreement allows Scinai to sell up to $10 million of its ordinary shares to Yorkville over a 36-month period, subject to certain conditions.

Why It Matters

This equity line provides Scinai with flexible access to capital, which can be crucial for funding ongoing research and development or potential future acquisitions.

Risk Assessment

Risk Level: medium — Standby equity agreements can dilute existing shareholders and may indicate the company needs capital for operational needs.

Key Numbers

$10.0M — Equity Line (Maximum amount Scinai can draw down from Yorkville over 36 months.)

Key Players & Entities

Scinai Immunotherapeutics Ltd. (company) — the registrant
YA II PN, LTD. (company) — purchaser in the equity agreement
$10 million (dollar_amount) — maximum amount available under the equity purchase agreement
36-month period (date) — duration of the equity purchase agreement
March 3, 2025 (date) — date the agreement was entered into

FAQ

What is the primary purpose of the Standby Equity Purchase Agreement?

The agreement allows Scinai Immunotherapeutics Ltd. to sell up to $10 million of its ordinary shares to YA II PN, LTD. over a 36-month period, providing flexible access to capital.

Who is the counterparty to Scinai in this equity agreement?

The counterparty is YA II PN, LTD., a Cayman Islands exempt limited partnership, referred to as 'Yorkville'.

What is the maximum amount Scinai can raise through this agreement?

Scinai can raise up to $10 million through the sale of its ordinary shares under the terms of the agreement.

Over what period can Scinai utilize this equity line?

The agreement is effective for a period of 36 months from the date it was entered into.

What is the filing date of this Form 6-K?

This Form 6-K was filed on March 4, 2025.

From the Filing

0001213900-25-020239.txt : 20250304 0001213900-25-020239.hdr.sgml : 20250304 20250304163429 ACCESSION NUMBER: 0001213900-25-020239 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20250304 FILED AS OF DATE: 20250304 DATE AS OF CHANGE: 20250304 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: 25705280 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 ea0233037-6k_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 March 2025 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 March 3, 2025, Scinai Immunotherapeutics Ltd. (the “Company”) entered into a Standby Equity Purchase Agreement (the “ Purchase Agreement ”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville from time to time during the 36 months following the execution of the Purchase Agreement (each such occurrence, an “Advance”) up to $10.0 million (the “Commitment Amount”) of the Company’s American Depositary Shares (the “ADSs”), each representing 4,000 ordinary shares, no par value, of the Company (“Ordinary Shares”), subject to the restrictions and satisfaction of the conditions in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, any ADSs sold and issued by the Company to Yorkville will be sold at a purchase price equal to 97% of the lowest daily VWAP (as defined under the Purchase Agreement) of the ADSs during the three consecutive trading days commencing on the trading day of the Company’s delivery of an Advance Notice (as defined in the Purchase Agreement) to Yorkville (the “Advance ADSs”). The Company may also specify a certain minimum acceptable price per ADS in each Advance. As consideration for Yorkville’s irrevocable commitment to purchase the Company’s ADSs up to the Commitment Amount, the Company agreed to issue 28,784 ADSs (the “Commitment ADSs”) to Yorkville and also paid a $15,000 structuring fee to Yorkville. The Commitment ADSs will be issued in two equal installments, of which 14,392 Commitment ADSs is to be issued on or about the date of execution of the Purchase Agreement and 14,392 Commitment ADSs will be issued on the earlier of (i) the date of the first issuance of Advance ADSs under the Purchase Agreement and (ii) 90 calendar days following the date on which the Registration Statement (as defined below) is declared effective by the SEC. Pursuant to the Purchase Agreement, Yorkville is not obligated to purchase or acquire any ADSs under the Purchase Agreement which, when aggregated with all other ADSs and Ordinary