JERUSALEM, Aug. 20, 2024 /PRNewswire/ -- Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI);("Scinai", or the "Company"), a biopharmaceutical company focused on developing inflammation and immunology (I&I) biological products and on providing CDMO services through its Scinai Bioservices business unit, today announced that it has entered into a $2 million Investment Commitment Agreement (the "Agreement") with RK Stone Miami LLC, an affiliate of Mr. Daniel Stone, the largest shareholder of the Company (the "Investor").

Pursuant to the Agreement, the Company may issue and sell ADSs to the Investor, from time to time through December 31, 2024 (the "Commitment Period"), for an aggregate purchase price of up to $2 million. Each such sale of ADSs may be initiated (at the Company's discretion) by the Company providing an advance notice to the Investor of the sale of ADSs in a minimum amount of $200,000 and a maximum amount of $500,000, provided the maximum amounts in any month may not exceed $500,000 and the Company may not provide advance notices for an aggregate amount greater than $1.5 million prior to December 1, 2024. The price of the ADSs to be purchased under any advance will be calculated based on the lower of (i) the volume weighted average price (the "VWAP") of the daily VWAP of the ADSs for  the ten trading days prior to the Company providing the advance notice or (ii) the VWAP of the daily VWAP of the ADSs for the three trading days following the delivery of the advance notice (provided the Company may impose a minimum market price for such three day period, and in the event the market price for such period is less than the minimum market price the Company has the right to rescind the advance notice and not issue the ADSs), in either case subject to a discount of 5%.

The Agreement provides that if as a result of any advance the Investor would beneficially own in excess of 9.99% of the number of ordinary shares outstanding immediately after issuing such ADSs, the number of ADSs to be issued will be reduced to the greatest number that could be issued without the Investor exceeding such limitation, and the Company will issue to the Investor a pre-funded warrant exercisable for that number of ADSs by which the number of ADSs to be issued was reduced.

Pursuant to the Agreement, the Company will pay the Investor a commitment fee, which may be paid in cash or in ADSs at the option of the Company. In the event that during the Commitment Period the Company provides to the Investor an advance notice, the amount of the commitment fee will be equal to $100,000, which will be payable by the Company simultaneously with the closing of the first advance. In the event the Company elects to pay such amount in the form of ADSs, the number of the ADSs will be based on the market price determined for such advance. In the event that during the Commitment Period the Company does not provide to the Investor an advance notice, the amount of the commitment fee will be equal to $40,000, which will be payable by the Company promptly following the termination of the Commitment Period.  In the event the Company elects to pay such amount in the form of ADSs, the number of the ADSs will be based on the market price determined as of December 31, 2024.