Scinai Immunotherapeutics Ltd. announced that it has entered into a Standby Equity Purchase Agreement (the SEPA) with YA II PN, Ltd. (Yorkville), a fund managed by Yorkville Advisors Global, LP.

Under the terms of the SEPA, Scinai has the right, but not the obligation, to sell up to USD 10 million (the Commitment Amount) of its American Depository Shares (ADSs), each representing 4,000 ordinary shares, to Yorkville at any time during the three-year period following the execution date of the SEPA and following the effectiveness of a registration statement filed with the Securities and Exchange Commission registering the ordinary shares represented by the ADSs issuable pursuant to the SEPA. Sales to Yorkville under the SEPA are subject to a beneficial ownership cap of 9.99 percent of Scinai's share capital at any one time, along with other restrictions and conditions outlined in the SEPA.

The purchase price of the ADSs sold to Yorkville will be at a 3 percent discount to the lowest daily volume-weighted average price of the ADSs during the three consecutive trading days commencing on the trading day of the delivery of an advance notice by Scinai.

Scinai retains full control over the timing and amount of any sales to Yorkville, with no obligation to utilize any of the $10 million available under the SEPA. Advances cannot be initiated by Yorkville, and there are no minimum commitments or penalties for non-use. The SEPA imposes no restrictions on Scinai's operating activities or other capital-raising efforts.

"The SEPA provides us with significant flexibility to access additional capital as we advance our R&D programs, expand our CDMO business, and pursue strategic opportunities," said Amir Reichman, CEO of Scinai. "We believe the terms are highly favorable, allowing us to raise capital from time to time at our discretion at a minimal discount to the then current market price without issuing warrants. By controlling the use and timing of the SEPA, we can capitalize on favorable market conditions as they arise."

The Company intends to use the proceeds from the potential offering of ADSs under the SEPA to further develop its NanoAbs programs, support its CDMO business, and for general corporate purposes, including working capital, research and development activities, regulatory matters, and capital investments.

For a fuller description of the SEPA, see the Company's Form 6-K submitted to the Securities and Exchange Commission on March 4, 2025. The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.