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this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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
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.
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Scinai Immunotherapeutics Ltd. |
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Date: August 13, 2024 |
By: |
/s/ Amir Reichman |
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Amir Reichman |
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Chief Executive Officer |
2
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 parties will be converted into 1,000 preferred shares, no par value per share,
of the Company (the “Preferred Shares”). Following the conversion, the total outstanding loan amount owed by the Company to
the EIB will be EUR 250,000 (equal to approximately $273,000). The new outstanding loan amount will have a maturity date of December 31,
2031, will not be prepayable in advance, and no interest will accrue or be due and payable on such amount.
The terms of the Preferred Shares are set forth
in the Amended and Restated Articles of Association of the Company approved by the shareholders at the Extraordinary Meeting of Shareholders
of the Company held today, August 12, 2024 (the “Amended Articles”). The Preferred Shares are convertible (in whole or
in part), at the option of the EIB, into a fixed number of ADSs equal to in the aggregate 19.5% of the fully diluted capital of the Company
as of the closing date. The Preferred Shares do not contain any anti-dilution provisions, do not accrue dividends, and are not subject
to mandatory redemption, but are redeemable at the election of the Company, as more fully described below, at a cumulative redemption
value of $34 million.
Amir Reichman, CEO of the Company, commented,
“Scinai’s management and board of directors once again extend their appreciation and thanks to the EIB’s officers for
their relentless support and cooperation. The completion of this important financial contract restructuring will eliminate almost $28
million of debt and its conversion to equity marks a significant turning point for the Company. We expect this achievement to help establish
a more stable financial base for Scinai and propel Scinai’s plans to develop novel therapeutics for the treatment of unmet needs
within inflammation and immunology diseases.”
The Preferred Shares entitle the holders to redemption
payments in the aggregate amount of $34 million ($34,000 per Preferred Share) in the event that the Company elects, at its sole discretion,
to make any such redemption payments, provided that such redemption is in compliance with applicable law, including the Company’s
legal ability to pay a dividend to its shareholders. In the event of Liquidation (as defined in the Amended Articles) the Preferred
Shares are entitled to distributions up to the then unpaid redemption value before distributions are made to holders of ordinary shares.
In the event a Preferred Share is converted into ADSs, the right to receive such payment for such Preferred Share will be extinguished.
The Company has a right of first refusal in the event that the EIB intends to sell, transfer, assign or otherwise dispose of any or all
of the Preferred Shares.
The Preferred Shares also contain a provision
preventing the holder from converting Preferred Shares into ADSs to the extent that (i) the holder would become the beneficial owner of
more than 4.99% of the Company’s outstanding ADSs and (ii) the holder will receive, or would have been entitled to receive, within
the twelve month period prior to such conversion, an aggregate number of ADSs in excess of 4.99% of the ADSs issued and outstanding at
the time of such conversion. In addition, a holder of Preferred Shares may not convert such shares for a period of twelve (12) months
commencing on the date of issuance of the Preferred Shares.
In addition, the Company may only take any of
the following actions provided (a) it either (i) first redeems all then-outstanding Preferred Shares by making a redemption payment or
(ii) obtains the written consent or affirmative vote of the holders of a majority of the Preferred Shares in order to proceed without
making such a redemption; or (b) the action in question is not in the control of the Company: incurring certain indebtedness,
consummating certain acquisition or merger transactions, taking any action or step in relation to the delisting of the Company’s
securities on Nasdaq; authorizing the creation of any security having rights, preferences or privileges equal
to or greater than those of the Preferred Shares, including the issuance of additional Preferred Shares.
The amendments to the Finance Contract also eliminate
the requirement for the Company to pay to the EIB the variable remuneration previously required under the Finance Contract.
The closing of the transaction is subject to customary
closing conditions.
About Scinai Immunotherapeutics
Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI)
is a biopharmaceutical company with two complementary business units, one focused on in-house development of inflammation and immunology
(I&I) biological therapeutic products beginning with an innovative, de-risked pipeline of nanosized VHH antibodies (NanoAbs) targeting
diseases with large unmet medical needs, and the other a boutique CDMO providing biological drug development, analytical methods development,
clinical cGMP manufacturing, and pre-clinical and clinical trial design and execution services for early stage biotech drug development
projects.
Company website: www.scinai.com.
Company Contacts
Investor Relations | +972 8 930 2529 | ir@scinai.com
Business Development | +972 8 930 2529 | bd@scinai.com
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,”
“plan,” “continue,” “may,” “will,” “anticipate,” and similar expressions are intended
to identify forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Examples
of such statements include, but are not limited to, the closing of the transaction with the EIB. These forward-looking statements reflect
management’s current views with respect to certain current and future events and are subject to various risks, uncertainties and assumptions
that could cause the results to differ materially from those expected by the management of Scinai Immunotherapeutics Ltd. Risks and uncertainties
include, but are not limited to, the risk that the closing of the transaction with the EIB will not occur or will be delayed. More detailed
information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s
Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on May 15, 2024, and the Company’s
subsequent filings with the SEC. Scinai undertakes no obligation to revise or update any forward-looking statement for any reason.
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