JERUSALEM, Aug. 20,
2024 /PRNewswire/ -- Scinai
Immunotherapeutics Ltd. (Nasdaq: SCNI);("Scinai", or 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 entered into a $2 million Investment Commitment Agreement (the
"Agreement") with RK Stone Miami LLC, an affiliate of Mr.
Daniel Stone, the largest
shareholder of the Company (the "Investor").
Pursuant to the Agreement, the Company may issue and sell ADSs
to the Investor, from time to time through December 31, 2024 (the "Commitment Period"), for
an aggregate purchase price of up to $2
million. Each such sale of ADSs may be initiated (at the
Company's discretion) by the Company providing an advance notice to
the Investor of the sale of ADSs in a minimum amount of
$200,000 and a maximum amount of
$500,000, provided the maximum
amounts in any month may not exceed $500,000 and the Company may not provide advance
notices for an aggregate amount greater than $1.5 million prior to December 1, 2024. The price of the ADSs to be
purchased under any advance will be calculated based on the lower
of (i) the volume weighted average price (the "VWAP") of the daily
VWAP of the ADSs for the ten trading days prior to the
Company providing the advance notice or (ii) the VWAP of the daily
VWAP of the ADSs for the three trading days following the delivery
of the advance notice (provided the Company may impose a minimum
market price for such three day period, and in the event the market
price for such period is less than the minimum market price the
Company has the right to rescind the advance notice and not issue
the ADSs), in either case subject to a discount of 5%.
The Agreement provides that if as a result of any advance the
Investor would beneficially own in excess of 9.99% of the number of
ordinary shares outstanding immediately after issuing such ADSs,
the number of ADSs to be issued will be reduced to the greatest
number that could be issued without the Investor exceeding such
limitation, and the Company will issue to the Investor a pre-funded
warrant exercisable for that number of ADSs by which the number of
ADSs to be issued was reduced.
Pursuant to the Agreement, the Company will pay the Investor a
commitment fee, which may be paid in cash or in ADSs at the option
of the Company. In the event that during the Commitment Period the
Company provides to the Investor an advance notice, the amount of
the commitment fee will be equal to $100,000, which will be payable by the Company
simultaneously with the closing of the first advance. In the event
the Company elects to pay such amount in the form of ADSs, the
number of the ADSs will be based on the market price determined for
such advance. In the event that during the Commitment Period the
Company does not provide to the Investor an advance notice, the
amount of the commitment fee will be equal to $40,000, which will be payable by the Company
promptly following the termination of the Commitment Period.
In the event the Company elects to pay such amount in the form of
ADSs, the number of the ADSs will be based on the market price
determined as of December 31,
2024.
The Agreement does not require the Company to register for
resale the ADSs to be issued under the Agreement. The
Agreement also includes standard representations, warranties and
covenants of the parties and conditions to closing of each
advance.
The Company will hold a webinar covering its Q2 2024 financial
results and business update today, August
20th, at 11AM
EDT/18:00 Israel time.
Registration for the webinar can be done using the following
LINK.
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
Company providing advance notices to the Investor, selling ADSs to
the Investor under the Agreement and the amount of the commitment
fee to be paid by the Company under the Agreement. 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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SOURCE Scinai Immunotherapeutics Ltd.