JERUSALEM, Jan. 4, 2024
/PRNewswire/ -- Scinai Immunotherapeutics Ltd. (NASDAQ:
SCNI), a biopharmaceutical company focused both on development of
inflammation and immunology (I&I) biological therapeutic
products and provision of boutique CDMO services, today announced
the closing of its previously announced exercise of certain
outstanding warrants to purchase up to an aggregate of 2,606,552
American Depositary Shares (ADSs), each representing four hundred
ordinary shares, having exercise prices ranging from $1.16 to $5.00 per
ADS and terms ranging from five and one-half years to three years,
respectively, issued by Scinai in September
2023 and December 2022, at a
reduced exercise price of $0.65 per
ADS. The ADSs representing ordinary shares issuable upon exercise
of the warrants were registered pursuant to effective registration
statements on Form F-1 (File Nos. 333-275217 and 333-267648).
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offering.
In consideration for the immediate exercise of the warrants for
cash, Scinai has issued new unregistered warrants to purchase up to
5,213,104 ADSs. The new warrants have an exercise price of
$0.65 per ADS, are immediately
exercisable upon issuance and have a term of exercise equal to
three years or five and one-half years, as applicable, based on the
term of the exercised warrants, from the date of issuance.
The gross proceeds to Scinai from the exercise of the warrants
were approximately $1.69 million,
prior to deducting placement agent fees and offering expenses. The
company intends to use the net proceeds from the offering for
general working capital, research and development, and general
corporate purposes.
The new warrants described above were offered in a private
placement pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended (the "1933
Act"), and, along with the ADSs issuable upon exercise, have not
been registered under the 1933 Act, and may not be offered or sold
in the United States absent
registration with the Securities and Exchange Commission ("SEC") or
an applicable exemption from such registration requirements. Scinai
has agreed to file a registration statement with the SEC covering
the resale of the shares of ADSs issuable upon exercise of the new
warrants.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities in this offering,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
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 services to help biotech
companies efficiently bring their products to market by leveraging
Scinai's drug development and GMP and non-GMP manufacturing
capabilities for pre-clinical and clinical studies. Company
website: www.scinai.com.
Company Contact
Joshua
Phillipson | +972 8 930 2529 |
joshua.phillipson@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, included in this press release
regarding strategy, future operations, future financial position,
future revenue, projected expenses, prospects, plans and objectives
of management are forward-looking statements. Examples of such
statements include, but are not limited to, the use of
proceeds from the transaction described in this press
release. 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 transaction will
be delayed or not occur; the risk that the Company's financial
health will not be positively impacted by the transaction; the risk
that the Company will not remain listed on Nasdaq; the risk that
the Company will not be successful in becoming an end-to-end
provider of CDMO services at high international standards; the
risk that Scinai may not be able to secure additional
capital on attractive terms, if at all; the risk that the
therapeutic and commercial potential of NanoAbs will not be met;
the risk of a delay in the preclinical and clinical trials data for
NanoAbs, if any; the risk that our business strategy may not be
successful; the risk that the European Investment Bank (EIB) may
accelerate the financial facility under its finance contract with
Scinai; Scinai's ability to acquire rights to additional product
opportunities; Scinai's ability to enter into collaborations on
terms acceptable to Scinai or at all; timing of receipt of
regulatory approval of Scinai's manufacturing facility in
Jerusalem, if at all or when
required; the risk that the manufacturing facility will not be able
to be used for a wide variety of applications and other vaccine and
treatment technologies; and the risk that drug development involves
a lengthy and expensive process with uncertain outcomes. 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 10-K filed with the Securities and
Exchange Commission ("SEC") on April 17,
2023, 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.