Business Context and Reporting Period
Company: Scinai Immunotherapeutics Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: September 11, 2025
Reporting Period: Month of September 2025
Context: The Company entered into a new Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. ("Yorkville") on September 10, 2025, replacing a prior agreement dated March 3, 2025.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, or cash flow data. The following financial terms relate specifically to the new financing agreement:
- Commitment Amount: Up to $15.0 million in American Depositary Shares (ADSs).
- Commitment Fee: $108,000 total.
- Fee Payment Structure:
- 50% paid via issuance of 35,461 ADSs upon execution.
- 50% paid in cash upon the first issuance of shares or within 90 days of SEC registration effectiveness.
- Purchase Price: 97% of the lowest of the three daily VWAPs during the three trading days following an Advance Notice.
- Ownership Cap: Yorkville's purchases are limited to prevent beneficial ownership exceeding 9.99% of outstanding voting power.
Material Changes
The primary material change is the execution of the new SEPA, which automatically terminates the previous SEPA dated March 3, 2025. The new agreement extends the term to 36 months from execution and maintains the $15.0 million commitment amount.
Guidance, Outlook, and Risks
Management Commentary: The Company has secured a mechanism to raise capital up to $15.0 million over the next 36 months, subject to market conditions and the 9.99% ownership cap.
Conditions and Risks:
- SEC Registration: Yorkville's obligation to purchase is contingent upon the filing and effectiveness of a Registration Statement with the SEC.
- Forward-Looking Statements: The filing includes standard warnings that future events may not occur as anticipated.
- Dilution: Issuance of ADSs under the agreement will result in dilution to existing shareholders.
Investor Verification Checklist
- Verify the effectiveness of the Registration Statement required for the SEPA to become fully operative.
- Monitor the Company's stock price to assess the potential discount (3% below VWAP) on future issuances.
- Track the 9.99% beneficial ownership limit to understand the maximum capital available before the cap is reached.
- Confirm the exact date of the cash portion of the commitment fee payment.