Scinai announces $4.0M private placement and warrant inducement financing

Financing size: Aggregate gross proceeds of approximately $4.0 million from the private placement and concurrent warrant inducement, with closing expected on or about October 15, 2026.

Private placement terms: 2,458,334 ADSs (or pre-funded warrants) at $1.20 per ADS, plus Series A-1 warrants for up to 3,687,501 additional ADSs at $1.20 per ADS, exercisable immediately with a five-year term.

Warrant inducement: Investor to immediately exercise April 2026 Warrants covering 879,194 ADSs at a reduced $1.20 exercise price, receiving new unregistered Series A-1 warrants for up to 1,318,791 ADSs.

Use of proceeds: Together with existing cash, to support expansion of the CDMO platform, advance customer programs, and continue selective investment in the immunotherapy pipeline.

Placement agent: A.G.P./Alliance Global Partners acting as sole placement agent, with a cash fee of up to 7.0% of gross proceeds and expense reimbursement of up to $75,000, plus placement agent warrants for 122,917 ADSs at $1.32 per ADS.

Lock-up restrictions: 60-day prohibition on share issuances/registration filings (with limited exceptions), and a 180-day prohibition on Variable Rate Transactions, in each case measured from the registration statement Effective Date.

Registration rights: Company required to file a registration statement within 15 calendar days of October 15, 2026 to register the resale of securities issued in the private placement, with effectiveness targeted within 60 days (90 days if the SEC reviews the filing).