SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

Amendment No. 3 to
SCHEDULE 13G



INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

SCINAI IMMUNOTHERAPEUTCS LTD.
(Name of Issuer)




American Depositary Shares, each representing 4,000 Ordinary Shares, no par value
(Title of Class of Securities)



09073Q203
(CUSIP Number)


August 19, 2024
(Date of Event Which Requires Filing of This Statement)


Check the Appropriate box to designate the rule pursuant to which this schedule is filed:


        Rule 13d-1(b)
X  Rule 13d-1(c)
      Rule 13d-1(d)



1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
DANIEL E. STONE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
 
     
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
5
SOLE VOTING POWER
NUMBER OF
  
62,400
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
62,400
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
62,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.4%
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1 (a). Name of Issuer:

Scinai Immunotherapeutics Ltd. (the “Issuer”)

Item 1 (b). Address of Issuer’s Principal Executive Offices:

Jerusalem Biopark, 2nd Floor
Hadassah Ein Kerem Campus
Jerusalem L3 00000

Item 2 (a). Name of Person Filing:

Daniel E. Stone

Item 2 (b). Address of Principal Business Office or, if None, Residence:

1200 Brickell Avenue, #1470
Miami, FL 33131

Item 2 (c). Citizenship:

United States

Item 2 (d). Title of Class of Securities:

American Depositary Shares, each representing 4,000 Ordinary Shares, no par value

Item 2  (e). CUSIP Number:

09073Q203

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)
Broker or dealer registered under Section 15 of the Act;


(b)
Bank as defined in Section 3(a)(6) of the Act;


(c)
Insurance Company as defined in Section 3(a)(19) of the Act;


(d)
Investment Company registered under Section 8 of the Investment Company Act;


(e)
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


(f)
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);


(g)
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);


(h)
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:


(j)
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).


X
If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.


 (a)
Amount beneficially owned:

62,400


(b)
Percent of class:

7.4%


(b)
Number of shares as to which such person has:

(i)
Sole power to vote or to direct the vote:  62,400

       (ii)  Shared power to vote or to direct the vote:  0

     (iii)  Sole power to dispose or to direct the disposition of:  62,400

     (iv)  Shared power to dispose or to direct the disposition of:  0

The reporting person filed a Schedule 13G with respect to the reporting person’s beneficial ownership of the securities on October 6, 2022, and amendments thereto on February 2, 2023, and January 24, 2024.  On March 12, 2024, the reporting person amended the Schedule 13G by filing a Schedule 13D.  This Amendment No. 3 to Schedule 13G, which updates the Schedule 13D, is being filed pursuant to Rule 13d-1(h).


Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5.
Ownership of Five Percent or Less of a Class.

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].


Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A



Item 10. Certification.


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 
August 20, 2024
 
(Date)
   
   
 
/s/ Daniel E. Stone
Daniel E. Stone
 
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