Scinai Immunotherapeutics Ltd. filed a Form F-3 registration statement with the U.S. Securities and Exchange Commission on October 28, 2026, covering the resale of up to 7,587,543 American Depositary Shares by selling shareholders.

Key Highlights

  • Total ADSs registered: Up to 7,587,543 American Depositary Shares, each representing 40,000 ordinary shares, no par value.
  • October 2026 transaction origin: The warrants underlying the ADSs were issued pursuant to a securities purchase agreement dated October 13, 2026, and a warrant inducement offer letter of the same date.
  • Warrant breakdown: 2,458,334 ADSs from Pre-Funded Warrants, 3,687,501 ADSs from Series A-1 Warrants under the Purchase Agreement, 1,318,791 ADSs from additional Series A-1 Warrants under the Inducement Letter, and 122,917 ADSs from Placement Agent Warrants issued to A.G.P./Alliance Global Partners.
  • Last reported ADS price: $0.53 per ADS on Nasdaq on October 27, 2026, as stated in the filing.
  • Proceeds to company: The company disclosed it will not receive any proceeds from the resale of ADSs by selling shareholders, though it would receive exercise prices if Warrants are exercised for cash.
  • Registrant status: Scinai is not classified as an emerging growth company, according to the filing.

Scinai's October 2026 F-3 Registration: Warrant-Backed ADS Resale Details

Scinai Immunotherapeutics Ltd. (NASDAQ:SCNI), incorporated in Israel and headquartered at Jerusalem BioPark, Kiryat Hadassah, filed a Form F-3 registration statement on October 28, 2026, to register the resale of up to 7,587,543 American Depositary Shares on behalf of selling shareholders. The filing states that the ADSs are issuable upon exercise of several categories of warrants, all of which were originally offered and sold in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder.

According to the filing, the warrants originated from two related transactions dated October 13, 2026: a securities purchase agreement between the company and a purchaser, and a warrant inducement offer letter with the same purchaser. The placement agent, A.G.P./Alliance Global Partners, received 122,917 Placement Agent Warrants as compensation in connection with these transactions. The filing notes that the selling shareholders will receive all proceeds from any sales of ADSs covered by the prospectus, and that the company will incur expenses in connection with the offering without receiving any of the resale proceeds.

The prospectus discloses that the registered securities are listed on The Nasdaq Capital Market under the symbol "SCNI," with a last reported sale price of $0.53 per ADS as of October 27, 2026. The filing includes a prominent risk-factor disclosure, stating that "investing in these securities involves a high degree of risk," and directs investors to consult the risk factors section of the prospectus and those incorporated by reference from the company's most recent Annual Report on Form 20-F. The registration statement is described as subject to completion and may be amended before it becomes effective.

What Was Disclosed

Scinai Immunotherapeutics filed a Form F-3 on October 28, 2026, registering the resale of up to 7,587,543 ADSs, each representing 40,000 ordinary shares, issuable upon exercise of warrants issued in connection with an October 13, 2026 private placement and warrant inducement transaction.