Scinai Signs $10M Standby Equity Agreement, Retains Control Over Stock Sales to Yorkville

Scinai Immunotherapeutics Ltd. (NASDAQ:SCNI) ("Scinai" or the "Company"), a biopharmaceutical company focused on developing inflammation and immunology (I&I) biological products and providing CDMO services through its Scinai Bioservices business unit, 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 $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% 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% 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.