Scinai Immunotherapeutics Ltd. 6-K Filing

From the Filing

0001213900-25-110052.txt : 20251113 0001213900-25-110052.hdr.sgml : 20251113 20251113163708 ACCESSION NUMBER: 0001213900-25-110052 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20251113 FILED AS OF DATE: 20251113 DATE AS OF CHANGE: 20251113 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 EIN: 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: 251479209 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 ea0265488-6k_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 November 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 Departure of Directors By letters dated November 11, 2025, Prof. Avner Rotman and Dr. Morris Laster graciously tendered their resignations as directors of Scinai Immunotherapeutics Ltd. (the “Company”) at the request of Mark Germain, the Company’s Chairman of the Board, in connection with recent cost cutting measures instituted by the Company and after consultation with major shareholders. The resignations will be effective at the close of business on December 31, 2025, prior to the expiration of their respective current terms as board members. As each director has been very important for the Company, it was a very difficult decision to downsize the Board. On behalf of the Company’s shareholders and other constituents, management wishes to thank Prof. Rotman and Dr. Laster for their long unwavering service to the Company and their willingness to contribute to the Company’s efforts to reduce its cost structure. Change in Independent Registered Public Accounting Firm As part of the Company's ongoing cost-cutting measures, the Audit Committee recently conducted a process to select a firm with a lower cost structure than the Company’s current independent registered public accounting firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and for an additional period until the next annual meeting of our shareholders. The Audit Committee invited a number of firms to participate in this process and following such process the Audit Committee recommended to the Board of Directors that, subject to the approval of the shareholders, the Company appoint Ziv Haft. In conjunction with the selection of Ziv Haft to serve as the Company’s independent registered public accounting firm, and subject to the approval of the Company’s shareholders at the Meeting, the engagement of the Company’s current independent registered public accounting firm, Kesselman & Keselman, a member of PricewaterhouseCoopers International Limited (“PwC”), will conclude at the end of the upcoming meeting of shareholders. PwC served as our independent registered public accountants for the years ended December 31, 2023 and 2024.